Hidden Past
by DuskMoon15
Summary: We all know Knock Out - he's vain, annoying, and quite frankly, could use a Unicron-sized smack upside the head. But, maybe we're wrong. Maybe he's changed. What if he wasn't always a bad guy?
1. Chapter 1

We all know Knock Out - he's vain, annoying, and quite frankly, could use a Unicron-sized smack upside the head. But, maybe we're wrong. Maybe he's changed. What if he wasn't always a Decepticon?

The Nemesis:

Humiliated. That one word said it all. He had been struck down by a single blow from the Autobot scout, and as if that wasn't enough, he lost the sample of the synthetic energon Ratchet had perfected.

"KNOCK OUT!" He heard Megatron roar.

The Decepticon medic stifled a metallic groan. Now he was going to get chewed out by his leader. _Great, this is the last thing I need._

"KNOCK OUT!" The frustrated shout came again.

Gritting his teeth, Knock Out stalked into the Nemesis' command center. "Yes, Lord Megatron?"

"You miserable, half-witted excuse for a Decepticon!" The medic flinched as Megatron pointed the rifle he'd had modified at him. "You lost the sample!"

_My paint job. _That was the first thing that went through the medic's CPU. He cringed. Always worrying about his paint job. It seemed pathetic, even to Knock Out himself. He remembered with a shudder the time he came back from street racing and failed to address Starscream with the 'proper' title. He was still trying to get rid of some of those scratches.

"Do you have anything to say for yourself, Knock Out?" Megatron asked, directing an obvious venom at him.

"Only that I will not fail you again."

"See that you do not, or else..." Megatron left the threat open, firing his rifle just to scare the medic. Then, he turned around. It grazed the paint on Knock Out's head.

Knock Out's optics flew wide in outrage, his vocorder emitting an annoyed hiss. Now he would have to redo his entire topcoat.

"Again I ask, is there anything you would like to say, Knock Out?"

Fighting to keep from raising his energon prod, the medic contented himself with a sarcastic, "No, Lord Megatron."

"Then you may go," Megatron replied steadily, "And next time, I expect you not to fail me."

Once more, he had to restrain from blasting the back of Megatron's arrogant head. _Things were so much simpler back then... _He backed out, retreating to the relative safety of his Medical Bay. _But it's over now. They hate me. I can never go back there - no matter how bad things get here._

Autobot Base:

"Good job, 'Bee!" Bulkhead complimented the small scout.

Arcee playfully punched his shoulder. "I've never seen Knock Out drive so fast."

Bumblebee beeped a series of high-pitched notes.

"It was impressive." Optimus agreed, albeit a bit stiffly.

Regardless, Bumblebee accepted the praise from his comrades. He let out a low beep when he saw his human friend, Raf, walk toward him.

"How'd it go?" Raf asked.

Another long string of complicated notes from Bumblebee.

Miko pouted from her perch on Bulkhead's shoulder. "I can't believe I missed the battle."

"Only because Jack warned me you were trying to run into the GroundBridge." Ratchet retorted easily.

She sulked even more, asking Bullkhead if he wanted to go 'dune bashing', whatever that was.

"Sure, Miko." The large green 'bot replied, setting her down so he could transform. "Just hold on a second, alright?"

All of a sudden, Miko gave a startled shriek. She ran out of the room screaming, arms waving wildly. Bulkhead looked confused, as did Arcee and Optimus. Jack and Raf merely smiled, casting bemused glances in the direction she'd fled. Ratchet rolled his optics, concentrating on his work.

"Spider." Explained Jack. "For some reason, she's terrified of spiders." He shrugged, not realizing Miko was doing her best to loom threateningly over him. Quite difficult for the small girl, considering she was at least a head shorter. But that didn't stop her from trying.

"I'm not scared of spiders!" She yelled, taking a deep breath. "And I'm most certainly not scared of _you_!"

Raf laughed, as did all the others. Even Optimus chuckled slightly. Ratchet stopped, looking confused.

"Where did you run off to?" He asked, glancing at Miko.

"I found an empty room." She said, making a gesture that communicated that this was a 'no duh' situation. "By the way, why is there a holoscan of Knock Out in your database?"

Ratchet froze, as if he'd been startled. "What holoscan?" He asked warily. "Knock Out is a Decepticon. Why would my database have a holoscan of _him?" _The medic seemed to get increasingly nervous as more 'bots turned to look at him.

Then, the comm station beeped, receiving a message. Relieved, Ratchet went to answer it.

"Hello, _doctor_," Came a smug voice, one that sounded very, _very_familiar. "Care to have a chat, medic-to-medic?"

"I'd rather be back on the battlefield." Ratchet snapped back with ease.

"Be careful what you wish for, Ratchet," Knock Out growled over the static. "You may find yourself back in the fighting sooner than you think." A metallic sigh echoed in the confined space. "Just a brief conversation? I'll tell you how to fix your Autobots more efficiently if you help me with a little problem."

"A _little _problem, Knock Out?" Arcee scoffed. "With you, nothing is ever little."

"Ha. Ha. Ha." What would have been menacing in person sounded pathetic over the transmission. "Laugh it up, Autobot. I'll have you know Megatron is planning to kill your little human friend."

Arcee had to be restrained from destroying the screen. She had been increasingly protective of Jack ever since the MECH attack last month. Silas had been after the children because they stopped him from getting the DNGS.

Ratchet sighed. "Arcee, I would appreciate it if you refrained from causing the destruction of a device that might be of use to us later. As is, we need the screen."

The Nemesis:

Knock Out punched the wall in frustration, but that only succeeded in activating the pain sensors in his hand and arm. "Will you listen to me?" He shouted, instantly realizing that some other Decepticon might hear. That stupid Arcee wasn't understanding anything he said. He lowered his volume significantly, so that his voice carried only as far as the screen in front of him. "I need to talk to Ratchet... alone. I don't want to tell him anything, but I'm willing to, if he helps me with my little problem."

He heard Optimus Prime's distinctive voice pattern being distorted by the poor transceiver. "What guarantee have we that you are not planning an ambush?"

"This does not concern anyone but Ratchet and myself. I will say one word, and if he does not understand, then I will not bother you again."

"What in Primus' name are you blathering on about, Knock Out?" Ratchet demanded.

"One word, Ratchet - Socin."

"Start. Talking." The Autobot medic growled, much to the shock of his comrades. Apparently, they didn't know Ratchet could get that angry. _You poor Autobots, you have no idea how much you don't know about your medic._

"Not so fast." Knock Out teased, smiling in spite of himself. "I'm sending you coordinates if you want to know more." He said, satisfied that he'd frustrated the Autobots, a cruel smirk twisting his faceplate.

"I'll go." This time, Ratchet did not hesitate.

"I'm coming with you." Arcee said.

"Agreed." Bulkhead added.

The scout beeped a complex string of high and low-pitched notes, obviously wanting to accompany Ratchet as well.

Knock Out nearly laughed at them, but he had to keep up his appearance. Instead he brandished his weapon, charging it with a swift swipe from a beam of pure energy. "Oh, and Ratchet, come alone."


	2. Chapter 2

Autobot Base:

"Surely you're not thinking of going to meet that…that Decepticon, are you?" Bulkhead's voice was somewhere between shock that Ratchet would actually go, and disgust that Knock Out would ask.

Ratchet ignored the question, packing his medical kit.

"It's most likely a trap." Arcee growled.

Bumblebee was too busy holding a discussion with Raf to notice the argument occurring behind him.

Optimus scowled doubtfully. "Megatron has played such tricks before. How can we be sure that he did not engage Knock Out in this one?"

"If it is a trap," muttered Ratchet, taking a brief second from organizing his things to answer his comrades. "I knew Knock Out before the war started - he wasn't as evil."

"Yet, you admit he was evil then." Bulkhead mused. One had to hand it to the Wrecker; he wasn't as dumb as he looked. "Who's to say he isn't planning to ambush you?"

"You heard what he said!" Ratchet yelled, snapping Bumblebee out of his conversation. "Socin - the former Decepticon capital - the one place where Insecticons run rampant. If you go there, there is no possible way to get out alive."

Bumblebee beeped once, turning to join the argument. He took a step forward, completely ignorant of Ratchet's medical kit lying in the way. A sickening crunch came from the metal tools. The scout moaned a quick apology, knowing full well what was going to come next.

"Bumblebee, I _Needed That!"_

The Nemesis:

"Check," Knock Out thought he would die if he didn't get away from there, "check – Hey, watch it you lumbering fool!"

Breakdown's massive frame had nearly succeeded in destroying two of Knock Out's favorite weapons – the null-ray he'd suggested for Starscream when the latter had lost his arm, and the sonic cannon he designed himself.

The medic snatched up another tool, saving it from being crushed. His assistants could be so clumsy. No wonder they didn't last long. "Breakdown, why don't you go boss around the Vehicons? Maybe harass an Autobot on patrol?"

"Uh… sure, Knock Out" Came the confused reply.

When Breakdown left, Knock Out checked on his newest patient: a Decepticon so stupid as to go visit Tyger Pax and Socin. Who else could it be, but the so-called master of flight himself, the traitorous second-in-command, Starscream? No change in the readings. Perhaps he could exchange the meeting with Ratchet for a much preferred ambush instead? Unfortunately, he had no such luck. **Critical. Critical. Critical**. That stupid diagnostic meter wouldn't shut up. **Critical. Critical. Critical. **"Would you quit that incessant beeping, you infernally useless machine?" It sounded like that ridiculous Autobot scout – what was his name? Right. – Bumblebee. But to no avail. **Critical. Critical. Critical. Criti-** Knock Out had had it with his new toy. After only a week and a half, he destroyed it.

"Knock Out?" said a Vehicon. "You in there?"

"Of course I'm in here, you moron!" Knock Out didn't even have to ask. Someone had heard him wreck his diagnostic meter, and came to see what all the commotion was about. But he asked anyway.

"We heard a racket," The drone responded. "Came to see if anything broke."

Knock Out groaned, leaning on the worktable. "If you intend on continuing to ask me absurd questions, then I advise you to leave before you become my next project." At that heavy footsteps retreated quickly from the doorway.

Autobot Base:

Ratchet angrily pulled out the tools he needed for a medical kit. Why was he stuck with the clumsiest 'bots in the ranks? Well, maybe not the clumsiest, but certainly the most accident-prone.

Bumblebee beeped apologetically – for what, the third time now? – trying his best to cheer the most distant of the Autobots up. He shrieked in surprise when Bulkhead and Arcee snuck up behind him.

"Okay, okay. Sorry!" Bulkhead raised his hands in the universal signal for surrender as his little yellow friend beeped furiously at him. Bumblebee pushed him, sending the bigger 'bot crashing into the wall of the silo. "Oh, that is it!" Bulkhead tackled his teammate, and the two wrestled on the ground, throwing punches and otherwise beating the other up.

Even Arcee, the most level-headed of the three, was startled by 'Bee's sudden change of mood. "Hey, calm down," She snapped, pulling the two mechs apart. "Hey, cut it out! Both of you!" Soon, she was engaged in the scuffle as well.

The medic stood, his faceplate twisted in an angry grimace. Where was Optimus when you needed him? The comm station chirped. Of course, on patrol.

"Ratchet, do you read?"

"Loud and clear, commander." Ratchet responded, bringing up another screen.

"Decepticons sighted dangerously close to headquarters. Inform the others."

"Affirmative." To the three fighting he yelled, "Are your audio receptors malfunctioning? There are Decepticons close by!"

They just stared at him – blank looks of confusion and complete puzzlement – they didn't understand.

"Well?" The medic snarled, "Don't just stand there!"

"Right."

"Thank Primus they got the message." Ratchet murmured, concentrating on finding his tools once more.

Somewhere in the Desert:

Breakdown had insisted that Knock Out come on the recon mission. Fun, he'd called it. Well, what fun it turned out to be.

"As much as I love our little skirmishes, hammer time." Ooh, surprise there – Breakdown knew the word skirmish, and used it correctly in a sentence. Although, he did make a mess of the ending.

"Not. A. Chance." Bulkhead growled, shooting a couple of Vehicons.

Knock Out laughed manically as he took out Arcee.

"I always knew you were crazy, Decepticreep, and the laugh proves it."  
>The femme hissed.<p>

"Decepticreep?" Knock Out asked, mildly offended. "My, my, what a nasty quip. Perhaps it would have been better off if you lost your vocorder instead of your yellow comrade."

"Bumblebee… his name is Bumblebee." Arcee retorted, straining, still trying to get up.

"Was Bumblebee," commented a Vehicon, nodding to Breakdown, who was having fun repeatedly blasting the defenseless scout in the back.

"Rrrr… Shut up!" Then she noticed Bumblebee. Her jaw dropped, and she stopped struggling. "'Bee." Arcee's voice had dropped to a frightened whisper. "Bulkhead! Bulkhead, help 'Bee!"

The large mech seemed to realize that his teammate was in trouble for the first time. He barreled into Breakdown at full speed, pounding huge dents and tearing gashes in the Decepticon's armor. And guess who was going to have to fix that. Knock Out.

"Drive?" Knock Out asked, one again saving his partner from being pummeled to deactivation.

"Drive," agreed Breakdown.

"Scrap." Cursed the red medic when he saw the Autobots closing in fast on him.

"Uh, Soundwave, requesting GroundBridge back to base," He heard a nervous Vehicon say into a comlink.

The swirling blue-gold vortex opened up in front of them, and the swiftly entered, transforming at the last possible second.

_Later…_

"Did you hear them?" Breakdown laughed to Knock Out. "Those Autobots were screaming so loud I bet they heard them clear to the stars!"

_Highly amusing._ Knock Out remained silent, unable to share in his assistant's satisfaction. Then, something occurred to him. _Screaming… Stars. Primus help me, I forgot about Starscream!_

He rushed into the medical bay to find his patient in worse condition than before. **Critical. Critical. Critical.** Someone had replaced the diagnostic meter. Soundwave, no doubt.

Knock Out worked frantically to restore the second-in-command into a stable condition. Again, no change. The beeping increased in pitch and speed, until the noise seemed to deafen the medic.

"Any luck?" Breakdown called over the beeping.

"Megatron will have my head!"

"Apparently not. Sorry I asked." The lumbering 'Con backed out as quickly as he'd entered.

Undisclosed Location:

Two portals opened in close proximity with each other. As they closed, two mechs stepped out – one all red, the other mostly white with red stripes.

The red one pulled out an Energon Prod, pointing it at the other. Just as quickly, the red and white mech drew long swords, brandishing them with practiced ease.

Promptly, they both threw their weapons on the ground. The red one laughed.

"Good show, Ratchet, I didn't think you had it in you."

"Same goes for you Knock Out."

The two shook hands, saying at the same time, "Good to see you, old friend."


	3. Chapter 3

**AN: Don't yell at me. I know this chapter is short, but I made the ending kinda weird, because I can! Ha! Silver is going to be so mad!**

Autobot Base:

"No."

Bumblebee beeped another pleading note.

"No," hearing Bumblebee beg for over an hour left Arcee quite annoyed. "Optimus told us to stay here," she turned around, waiting for him to ask again.

But this time, she heard nothing, except for the faint hum of an engine as Bulkhead came in with Miko.

"Thirteen minutes," the Japanese girl shrieked excitedly. "Another record!"

As if on cue, Bumblebee buzzed loudly. He wanted to get into the action and find out what was going on.

"No, 'Bee," Arcee replied firmly, focusing on the steady beeping coming from the screen. "I do not want to find out what Ratchet is up to."

A series of varying beeps answered her.

"Maybe a bit. But it doesn't matter! Optimus told us to stay put, and that's what we're going to do."

"Um... what did he say?" Jack had been listening interestedly to the dispute, and couldn't understand Bumblebee.

"He wanted to know if I was curious as to what was going on with Knock Out and Ratchet."

"Does it matter?"

A certain scout threw his hands in the air indignantly. He buzzed rapidly, each note rising in volume and pitch. A string of irritated beeps quickly turned into what could almost be mistaken for yelling.

Raf looked up from his video game. "I actually didn't understand that," he sounded somewhat confused, given he was normally able to translate everything his guardian said.

"Now that was uncalled for," Bulkhead glared down at his friend with anger visible in his pale blue optics.

"You should know better," Arcee reprimanded her yellow compatriot.

"Well?" Miko looked anxiously at the Autobots. "What'd he say?"

Bumblebee glanced nervously at the wall, keeping silent for once. Arcee awkwardly checked the screen for any incoming messages. Bulkhead opened his mouth to reply, but promptly snapped it shut, uncomfortable with giving an answer.

"Alright, I'm starting to get the feeling you're not going to tell us," Finally, Miko caught on.

Jack shrugged, climbing up the ladder to play video games with Raf. "If they don't want to tell us, then it's not our business."

"No," Arcee said quickly. "It's not that. If I understand English properly, what Bumblebee said translates to some words your mother wouldn't be too happy about you hearing."

At that the room went silent.

The Nemesis:

"I told you, I don't know where he went," The Vehicon in charge of the GroundBridge insisted, backing into the corner.

"You better not," Breakdown turned, about to storm away. But he paused, his hand transforming into his signature hammer; he attacked without warning, slamming the drone into the wall.

"Ohh… my head," The unlucky Vehicon clutched at the gaping wound a futile effort to stop the precious energon from dripping down his faceplate.

"Guess you wish you knew where Knock Out was now, don't you?" Breakdown kicked the already incapacitated soldier as hard as he could – which, by the way, could've probably floored Optimus Prime – leaving him in front of the access panel.

He was about to check the comm station when he heard something moving behind him. Soundwave. Breakdown halted, turning to see what the reclusive 'Con had to say – well, not say, actually. "The Vehicons don't know anything," he grumbled.

Nothing – not even a single beep. The unwieldy warrior didn't know what it was, but Soundwave creeped him out.

Still the Nemesis:

Breakdown was a fool. Anyone could see it, especially Soundwave. Knock Out was smart enough to mask his energy signature before he left – so of course the Vehicons wouldn't know anything – and to see that he wasn't followed.

But Soundwave knew there were other ways to track a Transformer. For instance, the vehicle mode used energon instead of whatever power source the humans designed, and that could be traced. Another way was to monitor the trail left by the GroundBridge, and if wherever they bridged to, the mech was sure to be close by. Simple, really.

Autobot Base:

"I'm telling you, it's not our business!"

"He could've at least told us!"

"Ratchet shouldn't have to!"

"Then what do we really know about him?"

"He's the medic!"

"For all we know, he could be collaborating with Knock Out!"

Bumblebee stood between the two arguing 'Bots, pushing them apart. It was most certainly a good thing the children had gone home, or else they would've seen their bigger friends yelling at each other. Straining, the scout managed to keep Arcee from tackling Bulkhead. He beeped sharply, and they seemed to snap out of their 'conversation'.

"We were at it again, weren't we?" Bulkhead asked.

Bumblebee confirmed it with a single beep.

"I'm going to find out what Ratchet is up to," Arcee hissed under her breath.

Undisclosed Location:

"Good to see you, old friend."

Old friend? Ratchet and Knock Out were friends? Soundwave would have to record their conversation.

The more he listened, the more Soundwave learned. Once the medics had left, he transformed and flew back to the Nemesis. Poor Knock Out had no idea he'd revealed enough to get himself in a lot of trouble.

One thing was certain: Megatron was going to enjoy listening to the conversation. Yes, Megatron was going to enjoy this…

**AN: Sorry this didn't shed any light on the last chapter. I'm cruel, leaving you to wonder, aren't I? Whaddya think? **


	4. Chapter 4

**AN: I have been deliberating on how to pronounce Socin, and have come to a decision – it is henceforth to be pronounced, not SO-sin, but SO-kin. Thank you for reading.**

Undisclosed Location:

"So, what went wrong this time?"

"Always so blunt, Ratchet," Knock Out smirked. "What makes you think something went wrong?"

"You mentioned Socin," The red-and-white mech responded. "You didn't go there did you?"

"Have faith, old friend," Knock Out seemed wounded by the accusation. "I would not be so foolish as to blow my cover like that. No, Starscream fled from Megatron and visited Tyger Pax and Socin. I am not aware of any way to effectively repair him without the possibility of severely crippling his flight capacity, and, as such, asked you for assistance in the matter."

"I will never get used to you talking like that," Ratchet muttered, turning Knock Out's energon prod in his hand, inspecting it thoroughly. "Who built this, Bulkhead?"

Offended, the red medic snatched it back. "I spent almost three millennia developing that!" He stroked it almost fondly before continuing, "I don't go around insulting your inventions!"

"No, but you do worse when you insist on compromising your mission!"

"I was just having a bit of fun."

"Your 'fun' as you call it could've gotten you killed!" Ratchet yelled. "What would I have done if you foolishly jumped into danger, and revealed your intentions to Megatron?"

"Find another double-agent," Knock Out muttered under his breath.

"You know I can't do that," Ratchet lamented sadly. "So far, you're the only Autobot smart – and by smart, I mean dumb enough to want to infiltrate the Decepticons' headquarters – enough to do the job."

"Geez, Ratchet, I feel _so _important to the Autobot cause," the red medic rolled his optics in a mocking gesture. "Why don't you just say it?"

Ratchet looked at him quizzically. "Say what?"

"Oh, come on, you know," Knock Out leaned against the cliffside. "That you think I should just drop the act and let someone else take over."

"Can we get back to the original topic of conversation now?"

"Why, uncomfortable that I know exactly what you are going to say even before you say it?"

"Can you _shut up_?"

"Let me think…" Knock Out pondered the question for a while, finally coming to a decision after three minutes. "…no."

Ratchet groaned. Yet again he was stuck with the most annoying 'bot in the universe. Always him. Always the crazy ones that wanted to be the double-agents. This time, the 'bot wasn't crazy – he was clinically insane – and if Ratchet had known that before he sent Knock Out to infiltrate the Nemesis, he would've sent someone else.

"Okay … anybody home?" The smug voice once again shattered Ratchet's concentration.

"The red ones _are_ the dumbest," the older mech shoved his former apprentice, sending him stumbling to the ground.

"And… he's back." Knock Out pulled himself to his feet, completely oblivious to the joke at his expense. "Good. Now, about repairing Starscream?"

"How badly?"

"Come again?"

"How extensive is the damage?" Ratchet sighed. Was he the only one focused on the actual repair right now?

"Imagine Bumblebee taking on an army of roughly three hundred Breakdowns." Knock Out responded quickly. "Only, make that about two thousand Insecticons, and swap Bumblebee for Starscream."

Ratchet did the math, calculating the odds of the lone mechs winning both scenarios – each approximately one-in-a-million. Ouch. No wonder Knock Out called for help. "Great, just great. And you expect him to _survive_?"

"Actually, no," Knock Out looked a bit nervous – maybe even scared – for the first time. "I'm worried about what's going to happen if he doesn't. Not that ol' Megahead ever really cared about Screamer, but if I can't get him fixed soon, then you can kiss the intel I've collected goodbye. Mr. Leader of the Bucket-Heads is looking for some excuse to get rid of me, so basically, no repair - no more double-agent."

"Putting it mildly, you're saying that Megatron is waiting for you to fail so he can kill you. Is that right?" Ratchet wondered just how the red medic got himself in so deep.

"Uh-huh."

"And you need my help to make sure you don't get offlined."

"Yep."

"And I suppose you never considered in the least bit the simplest of solutions?"

"Say what?"

In great detail, Ratchet began to explain where Knock Out went wrong. He'd forgotten one of his first lessons: the armor was part technology and part biology. Not as special as a T-cog, but vital nonetheless.

Knock Out facepalmed as soon as his former mentor finished. The answer had been right in front of him the whole time! Perhaps his stay with the enemy had diminished his skill more than he chose to admit. "I guess I'll get right on that." He turned to activate the GroundBridge from the long-range transmitter he'd planted on the control panel.

"Hold on, let me give you the right tools," Ratchet rummaged in his medical kit for a certain piece of equipment. Once he'd found it, he noticed the stubborn 'bot heading into the newly opened vortex. "Wait, Knock Out."

Reluctantly, Knock Out accepted the tool from the other medic. He couldn't help but feeling a little annoyed that he shouldn't have needed Ratchet's help at all.

Transforming to gain speed, he raced through the GroundBridge. It seemed to take longer than usual. _Strange… this doesn't look like the Nemesis._

The walls of the room were gray-black, curved in some places, but angular in others. An outcropping hung not far above Knock Out's head, made of fused metal and stone. On a screen across the room, complex algorithms flashed in a random pattern. Not far off, a crushed medical kit lay discarded in the corner.

All of a sudden, a high pitched buzzing came from behind him. Heavy footsteps came closer and closer to Knock Out with every passing second. A motorcycle engine revved from a concealed part of the room.

Knock Out started to have a feeling that his bad day was about to get worse.

Undisclosed Location… again:

Ratchet watched the red medic leave, carefully timing his request for a GroundBridge.

As soon as he felt enough time had passed, Ratchet switched on the remote activator. He walked through the vortex, confusion rippling through his processor when he noticed the unfriendly reception at the end.

In the near darkness, Ratchet could just make out the gleam of red optics staring at him in surprise.

"Scrap." He couldn't help but say it now.

"Freeze," yelled one of the hidden mechs.

Ratchet turned toward the sound, only to find several blasters trained on him.

Autobot Base:

"I hear something," Knock Out could distinguish the voice now. Bulkhead.

Bumblebee beeped sharply, telling 'whoever it is' to stop hiding and face him.

Knock Out turned to leave the base, and unexpectedly found a pair of blades pressed against his throat.

Arcee was glaring at him, forcing him back against the wall.

The other two 'bots soon joined her. Bulkhead's fist transformed into a rather large mace, which he held above his head in an attack position. Bumblebee chirped angrily, pointing his arm-mounted blasters at the red medic.

"Don't move."


	5. Chapter 5

**AN: Wow. Two updates in as many days. I couldn't leave you guys hanging like that. Geez, for a Decepticon, I sure can act like an Autobot. Anyway, I hope you enjoy the chapter.**

Autobot Base:

Knock Out's optics widened as Arcee pressed harder on his throat, actually penetrating the armor.

"How did you get in here?" Bulkhead demanded.

"What have you done with Ratchet?" Arcee pressed even harder, this time splitting the main fuel line lying just below the surface.

"Ease up and I'll tell you," Knock Out choked out through the raw energon leaking into his circuitry.

Arcee glanced at the other two, searching for denial or confirmation of his proposal. Bumblebee gave a slight nod, and Bulkhead narrowed his optics, but backed off. Arcee withdrew her blades, backing away from the medic.

"One: I think Ratchet and I got our GroundBridges confused," Knock Out's voice was broken and distorted because of the damage to his vocorder. "Two: I didn't do anything to him. We talked, that's all. And, also, I'm pretty sure he's having a worse time than me right now."

"You're saying Ratchet's on the Nemesis?" The femme looked more enraged than earlier. She knocked the medic to the ground, pinning him down with her blades once more. "Give me one good reason why I shouldn't kill you right now."

Knock Out tried to answer, but no sound came out.

"Arcee, you're crushing his vocorder," Bulkhead took a step closer.

"He's one of them," The blue Autobot didn't let up. "He's lying."

"Arcee, he's wounded," Bulkhead pressed. "You're going to kill him."

Bumblebee beeped quickly, repeating his comrade's warning more forcefully. He grabbed Arcee by the arm, restraining her from running the 'Decepticon' through.

Even though the weight on his throat had been lifted, Knock Out still couldn't speak. Only harsh, static-filled, groans escaped him. He used the wall to support himself as he clambered to his feet. As soon as he let go, he staggered to the ground again.

"Bulkhead, report." The screen across the room lit up.

"Optimus, I think you might want to come back to base now."

The Nemesis:

Ratchet was forced down on his knees before Megatron. The 'Leader of the Bucket-heads' as Knock Out had called him, looked rather annoyed at finding an Autobot on his warship.

"Ratchet, what a surprise."

"I wish I could say the same," the 'bot struggled to maintain his composure. Megatron was just too calm, too collected. Something wasn't right here.

"Soundwave, playback." Megatron turned to his communications officer.

Soundwave's screen flickered to life, the images showing something that no one should have known.

"_Your 'fun' as you call it could've gotten you killed! What would I have done if you foolishly jumped into danger, and revealed your intentions to Megatron?"_

"_Find another double-agent."_

Knock Out's sarcastic reply was cut off by the ending of the recording.

"How interesting to discover that a spy has been here almost the entire time, and I never knew. I am not pleased by this." Megatron turned back to face Ratchet once more. "Which is why I had Soundwave disrupt the GroundBridges, reversing the locations."

Ratchet stared in shock. If he was here, then Knock Out had to be at base. Not good. The others didn't know yet – he hadn't had a chance to tell them. And, even if Knock Out managed to let them know, there was almost no way they would believe him.

"Knock Out's an Autobot?" Breakdown sounded even more confused than usual. "But, that's not possible; he and I've known each other since the war started."

"Breakdown, if you've nothing useful to say, then I suggest you leave." Megatron gestured to the door, and Breakdown left.

"Now, where were we?"

Autobot Base:

They were talking. About him. More specifically, what to do with him.

"Prime, Knock Out is a Decepticon," The femme was clearly trying to convince Optimus Prime to 'get rid of him' as she'd so tactfully put it. "Why should we care?"

"He is injured and confused." Optimus dismissed her comment.

"Arcee, didn't you notice he never made one move for his weapons." Bulkhead wasn't exactly on Knock Out's side, but norwas he against him. "Not even when we attacked him."

Bumblebee chirped, casting a long look at the red medic. Pity flickered in the small mech's optics.

Knock Out glanced away. He didn't need pity – especially from another Autobot – he could fix himself, if only he had the right tools. Then he remembered the crushed medical kit he'd seen when he first found himself here. Leaning against the wall for support, he walked over and picked it up. Just his luck. All broken.

"What are you doing?" The Autobot behind him didn't sound hostile, just uncertain.

Knock Out whirled around to see Prime himself towering over him. He pointed to the tools, struggling to tell the huge 'bot what was wrong. He nearly choked on the energon that spilled out of the main fuel line. Clutching at the gash, he let go of the wall, sinking painfully to the ground.

"I understand." The Autobot leader helped the medic to his feet. "Bumblebee, fetch some of Ratchet's spare tools."

The scout hurried off, soon returning with a fully functional medical kit. He handed it to Optimus, who had steadied Knock Out while Bumblebee was gone.

"You can fix yourself, am I not correct?"

Knock Out nodded, wincing as a fresh wave of pain hit his processor. Optimus gave him the kit, keeping him from falling as he repaired himself.

Once he had finished, Knock Out tested his systems. They all worked fine now.

"So, why did you contact Ratchet?" Arcee sounded much more relaxed now.

"I-I needed his help." It wasn't exactly a lie, but it wasn't exactly the truth either.

"With what?"

"I don't think I can tell you."

Arcee was about to reply when the humans showed up.

"Um, what's a 'Con doing here?" Knock Out assumed the small voice belonged to the one called Miko.

"Wouldn't you like to know?" Knock Out grumbled. Then he remembered one of the first things ratchet had told him about the Autobots' human friends: they were too curious for their own good. "GroundBridge mix-up."

"Cool!"

"Not cool," Said the youngest of the four – Raf, maybe. "If Knock Out's here, then Ratchet must be on the Decepticon warship."

_That wasn't smart._ Now that the attention was back to the matter of Ratchet's current location, the Autobots looked as angry as before.

"I suppose this isn't the best time to mention I'm one of you guys?"


	6. Chapter 6

**AN: How many TF: Prime fans watched Crossfire and wanted to murder Arachnid after she killed Breakdown? I'm still seething about that, and hope in the most twisted, sadistic way that she dies. Painfully. **

The Nemesis:

Ratchet winced as his armor cracked under the strain of being hit one time too many. Technically, he should've passed out by now, but he was just too stubborn. Numerous wounds and dents littered his armor, but the medic refused to give in.

"Are you going to admit defeat now?" Megatron asked for what must've been the twentieth time.

Ratchet's hands transformed into twin blades, concealed from the Decepticon leader's view. "Never."

"Very well th-" The reply was cut off by Ratchet's unexpected attack. As experienced in combat as he was, Megatron was still caught off guard by the 'bot he'd called weak and useless retaliating so violently. Nevertheless, there was no way the Decepticon warlord was going to let Ratchet get away unscathed. "You want to fight? So be it."

Autobot Base:

Knock Out raised his hands as the Autobots stared at him in shock. Slaggit. He should've let Ratchet tell them first. Now how was he going to explain? What was he thinking?

Of course. He hadn't been thinking about anything except saving his sorry chassis. Once again, he had to admit to himself that masquerading as a Decepticon had changed him – a lot. He was more prone to reacting at the slightest insult, being blunter and ruder when he reported to Ratchet, and thinking less and less about his mission.

"I know it sounds like a trick," Knock Out was surprised to hear himself speak. "But listen to me – I'm really on your side."

"You've been with the 'cons the entire time we've been at war. You're not an Autobot," Once again, Arcee was quick to believe the worst.

Uneasily, Knock Out shifted a singular piece of armor on his shoulder, revealing a hidden insignia. The chrome red was cleverly concealed by the similar color of his paint – an Autobot sigil.

The Nemesis:

Breakdown was mad. And when Breakdown was mad, the Vehicons suffered. So far, there were thirty drones injured – twenty of them severely – and seventeen dead.

When he stormed into the Medical Bay after his rampage, he found a note left on the worktable. Scrawled into the top layer of carbon-infused steel were a complicated series of glyphs – most of which Breakdown couldn't decipher. The only words he recognized were his own name, should have, and trust. On the note, however, were instructions on how to translate the glyphs. Apparently, Knock Out had been kind enough to leave a program on the Nemesis' hard drive to decrypt the message.

The note said the program was simple enough for Starscream himself to use. What a lie.

"Simple, my tailpipe," the blue and orange 'con muttered after the program crashed for the third time.

Finally, once he had done much work on it, he got the program to function properly.

Lines of Ancient Cybertronian script scrolled down the screen, some words flashing a deep red. The heavy whirring continued as each word shifted to the more known New Cybertronian language Breakdown was familiar with.

_Breakdown, you poor, ignorant Decepticon. You should have guessed. I suppose it's only fair to give you a sporting chance though. Be careful about your next actions, because some of the others might be inclined not to trust you anymore._

It cut off there. Breakdown searched for another note, not discovering one until the screen beeped urgently. Hidden underneath the computer code was an embedded message, addressed specifically to him.

_As I said before, you should have guessed. Why would any _sane _Decepticon choose a land-based vehicle mode when he could fly? Of course, you chose yours due to its sheer capability for mass destruction – mostly caused by ramming into buildings. But enough about that. Yes, I'm an Autobot. And yes, I've been tricking you this whole time. Furthermore, I chose you as my assistant because of your intelligence – or lack thereof – and I knew you would be easy to fool. About your sporting chance, then. I'm assuming that worst has come to worst and Megatron has found out. In spite of this, I am giving you two options – one: tell Megatron about this message and let him deal with yet another traitor in his ranks personally; two: take the three coordinates I've programmed into your commlink and take care of me yourself. I am eighty-nine percent sure that, based on your stubborn actions in the past due to your petty rivalry with Bulkhead, you'll pick the latter. Follow the coordinates, and, if you find me, well – I hope you know what you're going to do then._

Autobot Base:

"I sure hope I'm seeing things," Bulkhead muttered to himself, still in shock after seeing Knock Out's Autobot insignia.

"Hey, you have to give me credit; I wasn't exactly the one you'd figure to be a spy."

"Shut up," Arcee smacked him upside the head. She didn't want to believe Knock Out was on their side. He had attacked them to many times to be trusted, right?

Bumblebee beeped harshly, demanding the medic prove that he was really on the Autobots' side.

"Where to start…" Knock Out mused. "Ah, yes, Tyger Pax. Bumblebee, when Megatron tortured you for information and a field medic saved your life, but not your vocorder, do you remember waking up in a completely different city?"

The mute scout beeped indifferently – it was common knowledge after all.

"And then Ratchet and another medic worked hard to restore your voice?"

This time the replying note was long and drawn out. The two field medics – one Ratchet and the other a red mech with the same smug half-smile and condescending attitude. Not possible. It couldn't be. No way in the known universe that was Knock Out.

"Arcee, didn't Arachnid terminate your first partner?"

The blue femme nodded tersely, not pleased that Knock Out brought it up.

"The squad of Autobots you were trying to make sure no one knew about, they were approximately three point nine miles from your location, am I not correct?" Another stiff nod from Arcee. Knock Out smirked in satisfaction. He was going to enjoy the look on her faceplate once he finished. "Tailgate didn't know, did he? About the three-ton bomb implanted in his energon processing unit? The one a new _medic_ designed?"

Arcee's optics widened in surprised. No one was supposed to know about that. It had been a suicide mission, and she blatantly refused to tell Tailgate that the mission was intended to take out as many Decepticons as possible without their knowledge. She had refused because she didn't want him to perform at any level lower than his best. Still, it was painful to know that only one of them survived the ordeal.

One left. This was going to be the most fun yet.

"And Bulkhead, you were a part of the Wreckers, right?"

The green mech nodded, not seeing where this was going to go.

"Wheeljack, Seaspray, Impactor, Rotorstorm, Pyro, and Roadbuster were also members." Knock Out paused, glancing at Bulkhead to make sure he got it right. Another confused nod from the large Autobot. "Pity no one ever remembers Smokescreen: the poor double-agent mistakenly shot in the back by one of his own comrades. I'm fairly certain you know what – excuse me, who – killed him. Isn't that right, Bulkhead?"

It was Bulkhead's turn to be confused by the red medic. He hadn't _meant_ to forget Smokescreen was on his side, but it slipped his processor at the time. It was a mistake. He hadn't remembered until the Autobot sigil hidden under Smokescreen's shoulder plating was revealed. Shortly after, the red, blue, and gold mech's spark was extinguished – all because of Bulkhead's one mistake. _He_ was responsible for the death of a teammate, and he would never forget that grave mistake.

"Now do you believe me?"

All doubt the Autobots had been forgotten. No one ever spoke about any of those events. How else could he have known about them?

Finally, there was no more protesting about Knock Out's faction.

He was an Autobot.

Somewhere Outside Jasper, Nevada:

Breakdown was tired of the desert sand that tore at his paint. More importantly, a sense of utter betrayal ripped at his spark. He had trusted Knock Out. He had given him access to information that not even Starscream knew. Most of all, he had shown him the location of every Decepticon outpost in this section of the galaxy.

He drove as fast as he could, out into the desert, lucky his alternate form could handle the rough desert roads. Knock Out would not get away, not again.

Once he had reached the first set of coordinates, he transformed, looking around, he searched for clues as to Knock Out's whereabouts. He found nothing.

He stared up at the slowly darkening sky, rage simmering beneath the surface.

He trusted Knock Out.

And he was betrayed.

"KNOCK OUT! I'LL KILL YOU! I SWEAR BY PRIMUS I'LL KILL YOU FOR WHAT YOU'VE DONE!"


	7. Chapter 7

The Nemesis:

The Vehicons were surprised. For a medic, Ratchet actually put up a good fight. Too good of a fight. Nearly half the uninjured drones left after Breakdown's furious rampage were offline.

"Don't. Make. Me. Ask. Again," the red and white mech was busy tormenting the GroundBridge operator into opening a bridge for him. Sadly, the drone refused, and promptly got some more 'convincing' from Ratchet.

Megatron, however was amused by this. After dueling with Ratchet for an hour, he decided to let the medic go – that is, if he could find his way off the warship. So far, no luck.

A sharp crack, followed by a crash came from the adjacent room. Another dead Vehicon. That brought the count up to eighty-three. And another. Eighty-four.

"I don't know how to operate it!" a drone was undergoing forceful interrogation via Ratchet and his wrench of doom. As of late, the 'bot was becoming increasingly frustrated with the lack of intelligent drones on the Nemesis.

"Well, figure it out!"

There was some scraping of metal on metal as the Vehicon scrambled to get up. "I-I can turn it on, but I can't program it."

"Oh, move it you useless pile of scrapmetal." Ratchet's furious voice was followed by a sharp blast from a cannon – Megatron's cannon, no doubt – and another crash, heavier than the others. The energon bolt must've hit its mark.

Autobot Base:

Knock Out was getting used to being around other Autobots. Except for yesterday, when he'd met with Ratchet, it had been almost a century since he'd actually been in the same room with another Autobot.

Surprisingly, he didn't find himself bothered by their human friends either. He'd seen Miko before, the night Bulkhead ruined his paint job, and heard Megatron ranting about the time Jack passed up a chance to kill him. But the other two were total mysteries to him. June and Rafael, the youngest and oldest of the four currently known to him, were rather calm and collected compared to Miko's overeager demeanor and Jack's brooding tendencies.

"So, you like Rock and Roll?" Miko asked, leaning over the railing above him.

"Yeah, what kind?" Knock Out was amused at her attempt to strike a conversation with him.

"Heavy Metal. You?"

"Same. Sometimes I like the slower ones too."

"So…" Oh, Primus, did she ever shut up? "Ever heard Slash Monkey?"

"Uh-huh."

"Great! I have some CDs somewhere around here." She rummaged through a pile of discs, pouting when she found none. "Hey, where'd they go?"

Leaving her to find the discs, he turned his attention to where Bumblebee and Arcee were trying to repair a power cell Bulkhead had accidentally stepped on.

"I think this piece goes there…"

Sarcastic beeping answered her.

"Here, then?"

This time, the beeping reply was more confused than anything.

"Oh, come on, you're doing it all wrong!" Had Ratchet shown them nothing? "Like this…" Knock Out went on to explain what exactly was wrong with the power cell and how it could be repaired. He refused to do it for them because he felt they needed to learn to fix things themselves if Ratchet wasn't around.

"That was easier than I thought it would be." Arcee seemed far less hostile around him now. "Thanks, I guess."

"You're welcome." Knock Out replied curtly.

Somewhere in the Desert:

Knock Out was close, Breakdown could sense it. After the second set of coordinates turned out to be a total bust, he'd moved on to the third.

He looked around, his optic not registering anything but a tall sandstone plateau. But something wasn't quite right about it. It didn't seem weathered by the harsh desert wind at all, and the surface was too smooth to be carved by wind and water.

Breakdown drove his fist into the side of the plateau. It should have crumbled underneath the force from the blow, but it only buckled with a resounding thud, like metal on metal. Definitely not natural.

He scanned for energy signatures, but nothing showed up on his sensors. There seemed to be an absence of the bio-signatures that should have been coming from the desert around him. He focused his remaining optic on a crevice in the side of the stone – metal – and searched there for bio-signatures. Yet again, there was a disturbing absence of them.

But then his sensors picked up something else. An energon spike. Too strong to be a pure deposit, but just enough to be coming from any transformer inside the plateau. Several transformers, actually.

He knew the name and location of every Decepticon outpost this side of Andromeda, but this wasn't anywhere in his records. _The Autobot Base, _he realized. _This must be where they hide._

Breakdown's hand morphed into his hammer without him thinking about it. If the outer walls were only made of a weak human metal, then they should only hold out against a few blows from his signature weapon. He started driving the heavy hammer into the crevice, bending it further with each strike.

Within minutes, the crack in the outer wall was large enough for him to get through, just barely.

He made his way through the corridors that made up the Autobot's Base, pausing every time he heard a sound.

Once he'd located the source of the energon spike, he found the Autobots. Arcee and Bulkhead were engaged in some kind of exercise involving tossing about a large ball made of scrapmetal. Bumblebee was operating the GroundBridge, while Optimus Prime looked on. Knock Out was chatting with the humans, clearly amused at something.

"I'm coming for you, Knock Out. And you better be ready."

Autobot Base:

Raf was explaining to Knock Out the concept of a human laptop.

"So, you're saying that your species hasn't developed that sophisticated of technology yet?"

"Compared to Cybertronians, no." Raf replied.

"And yet, your weapons have had an effect on many a Decepticon. Interesting," Knock Out leaned back against the wall.

"But you're not seeing the point." Raf held up his laptop for the red medic to see. "This stores information that we can't always remember, and keeps it safe on a microchip."

"Like a hard-drive."

"Exactly."

Knock Out was about to make a sarcastic comment about the capacity of such a device, but was interrupted by a loud crash from behind him.

At once, all the Autobots turned to see Breakdown standing in the doorway, glaring hatred and fury at Knock Out.

"Looks like I won, Knock Out," the blue and orange 'con snarled.

"What is he talking about?" Bulkhead asked.

"How did you get here?" Knock Out practically yelped. "T-the coordinates were three miles away!"

He realized what he said just as the Autobots turned to glare at him.

"I had to give him some kind of chance," the medic explained softly. "Or else it would be no fun. But I didn't expect him to actually find me!"

Arcee shook her head. "We'll discuss it later. Now we need to get rid of Breakdown."

"'We'?" Scoffed Breakdown. "No. This is between me and him. You will _not_ interfere."

"Stop this foolishness," Optimus stepped forward. "Knock Out is an Autobot. He will not agree."

Knock Out flinched. "I accept." He pushed between the Autobot leader and Breakdown. "One-on-one."

Before anyone could stop him, Knock Out and Breakdown started fighting.

Breakdown narrowly missed hitting his former comrade in the head, while Knock Out drew his energon prod, holding it in a defensive position.

"Come on, Knock Out, did you lose your touch?"

"Never."

They went on like that, and no one dared interrupt. It was obvious that the newest addition to their team wouldn't welcome the help. He needed to do this on his own.

Suddenly, Knock Out smiled. He dodged another blow from Breakdown's hammer, backing up slowly. The 'con followed him. Ever so carefully, Knock Out edged away, keeping well within range of the hammer. He allowed himself to be hit, but brought Breakdown down with him.

They wrestled for the upper hand, neither winning for a moment. Then Knock Out had his former assistant pinned.

Breakdown stared up at him. "Finish it," he growled. "You've earned the right."

Knock Out drew his hand back to deliver a killing blow, but stopped. "I-I can't do it," he choked out. "I can't."

"But I can," Breakdown's hammer slammed into the side of Knock Out's head, sending him flying across the room. "You gave me a chance, and now I'm taking it."

Knock Out struggled feebly to get up, disoriented by the blow.

Then Breakdown was above him, holding his hammer above his head. "It's over."

And he brought the hammer down on his former friend with all of his might.

Knock Out crashed to the floor, his bright crimson optics dimming as Breakdown struck again.


	8. Chapter 8

**AN: Just so you know, it's not over yet.**

The Nemesis:

Ratchet woke up to an unfamiliar sight – the medical bay in shambles, lines of Cybertronian glyphs carved into the worktable, tools and various other things thrown to the ground in complete disarray. He got up, carefully examining the text. It was in a neat spiral, twisting about in a complex system of runes.

He read the message, surprise nearly choking him as he realized who it was to.

The Autobot medic knew that most of the Decepticons couldn't read Ancient Cybertronian, so there had to be a translation program somewhere on the Nemesis' database.

Just as he suspected – Knock Out was stupid enough to give his enemies a fleeting chance to locate him.

He turned his attention to the machine behind him whose relentless beeping was driving him insane. **Critical. Critical. Critical.** Of course, Ratchet had nearly forgotten the reason for Knock Out's impromptu call to the base.

Ratchet surveyed the damage to the Decepticon Second-in-Command, a worried frown creasing his faceplate when he recognized the erratic pulsating of a dying spark, kept alive only by an emergency energon pump.

It made his spark twist painfully at the mere thought of repairing an enemy soldier, but he was forced him to. The oath both he and Knock Out took when they graduated from their apprenticeship stated that because it was not their duty at fight, they were to dedicate their skills to healing the injured – no matter their faction – unless there was nothing they could do.

In this case, there was something he could do.

A Bit Later:

Starscream sat up, wincing at the pain he found in the simple action.

_Pain. Pain's good. It means you're still online._ The seeker thought, staring at his repaired arm. The last time he had seen it, there had been nothing more to see than a ragged, gaping wound that stretched all the way from his wrist to his shoulder. Now, his armor was flawless, the metallic paint glinting in the half-light.

It wasn't Knock Out's work, that much was clear. The Decepticon medic paid far too much attention to detail, rather than to the repair. If Knock Out'd done it, the topcoat of paint would be a silver-flecked gray – much more suited to the seeker's style, as the red sports car once told him. This, however, was cautiously repainted in plain gray, barely concealing a weld mark where the gash in his arm used to be.

The question was, who fixed him?

Still On the Nemesis:

Ratchet glared defiantly up at Megatron. "I'm sick of being on your warship, so just let me go now."

"Why should I?" There was a faint hint of amusement buried deep in the Decepticon leader's tone.

"Look, I'd love to just blast my way out of here-"

"But that would end in your untimely demise." Megatron interrupted.

"Exactly," Ratchet said, crossing his arms tightly across his chestplate. "Which is why I decided to ask you civilly to allow me to leave."

"I have given it much thought, and with all due _respect-_" Potent venom dripped from his voice – Megatron never had any respect for anyone but himself. "-no."

Autobot Base:

There was no time to consider any type of plan. They had to act now, or else it was all over.

Breakdown raised his hammer for the final blow that would guarantee that Knock Out's spark would be extinguished.

But Bulkhead stopped him just in time. The two archenemies battered each other with their preferred weapons of mass destruction, giving the others just enough time to grab Knock Out and get him out of there.

Arcee hauled Knock Out to his feet, ignoring his small cry of pain, and half-dragged, half-carried him to the medical bay. She laid him down on the worktable, glancing nervously up at Optimus. "I can fix small stuff – Ratchet showed me how – but this…" her voice trailed off, and she looked down at the shredded armor and twisted plating. "I just don't know."

A loud crash came from the command center, at which Bumblebee rushed out, his arm-mounted blasters firing rapidly.

The sounds of fighting drew closer as the blue femme struggled to close off one of the many severed energon pipelines. It was no use. It would take a skilled medic to repair Knock Out at this point, but Ratchet was on the Nemesis, and the only medic here was in no condition to repair himself.

Arcee muttered Cybertronian curses under her breath as her hands became stained with spilled energon. As another expletive escaped her lips, she felt a hand brush hers, and glanced at her patient to see his dim crimson optics staring at her, a ghost of a smug smirk playing about his faceplate. He weakly pointed to one of the many tools in the medical kit, a soft moan escaping him.

"Use it," he hissed, crying out in agony when the welder in Arcee's grasp slipped, dropping onto his heavily damaged leg.

"Sorry," she quickly snatched it up, banging into his arm as she bent over to grab the tool he pointed to.

"No," she growled fiercely when she realized what it was designed for. "I won't do it, Knock Out. You don't deserve to die, not like that." She set it down on the edge of the worktable.

He sighed, the sound like sandpaper over a chalkboard. "Yes, I do. I deserve much worse than that." He coughed up what small amount of energon he had left, weakly pressing the device back into Arcee's hand. "Please, I want to die."

Somewhere in the Time-Space Continuum:

Ratchet wore the scars from his latest run-in with Megatron proudly. _Wait until the others see!_ He thought, a smile passing over his normally troubled features. Bulkhead would be impressed, Arcee less so, and Bumblebee just surprised he made it out alive. Knock Out would probably make some sarcastic comment about the extent of the damage. But Optimus… well who knew what the Autobot leader would think.

He kept walking steadily through the GroundBridge, surprised when he ended up inside the base. He looked around and saw, to his shock, Breakdown battling it out with the other Autobots. Only, Arcee and Knock Out were missing.

Ratchet immediately that something was wrong. Neither Arcee nor Knock Out were liable to miss a fight, so either they were on patrol, or Arcee was injured.

Then he heard Arcee's stern voice come from inside the medical bay. "No, I won't do it, Knock Out." He didn't listen to the rest because he charged past the mechs fighting, and into the medical bay.

He found Knock Out severely injured, and Arcee holding the only instrument Ratchet had that didn't have a name, as it had never been used in all the years since he'd been given it. It was meant to painlessly end the life of and transformer that couldn't be repaired, and was only used when absolutely necessary.

"What are you doing?" He yelled, startling Arcee.

"He-he told me to use it," she replied, staring at the floor. "He said he deserved worse."

Ratchet sighed, that was just like Knock Out. "Arcee, go join the others. I'll handle this."

The Next Day:

He had done all he could. It was up to Primus to decide if the young medic's life was over yet. Even if the transfusions worked, and he lived, someone would have to tell him that he could never travel faster than sixty mph again. If he did so, it would be suicide. The stabilizing equipment implanted in his circuitry would malfunction under the strain, leading to a slow deactivation.

The steady beeping from the spark monitor sped up, and soon it was nothing but a high-pitched drone. It kept on going, pausing at random intervals, jumping occasionally to a lower pitch. And then, all of a sudden, it stopped. The line on the monitor jumped twice, then fell completely still.

Ratchet glanced sadly away from his former apprentice, murmuring a well-known verse from the Medic's Oath. "To save all those that can be saved-"

"-and to ease the suffering of those gone too far," the rusty voice shocked him out of his reverie.

"Impossible…" Ratchet whispered.

"Uhh… who made Megatron mad?" Knock Out groaned, his words slurred and hard to decipher. "'Cause my head feels like someone's been using it for a drum set."


	9. Chapter 9

Autobot Base:

Knock Out gingerly got up from the berth, much to his former mentor's displeasure.

"Sit back down," Ratchet said firmly.

The red medic shook his head mockingly, but did as he was told. "Figure it out yet?"

"Huh?"

"What happened," Knock Out tried to punch Ratchet in the shoulder playfully, but fell short due to not being fully recovered.

"Don't strain that arm," The older medic growled. "I just fixed it. Anyway, I've got a few theories on the event."

Knock Out rolled his optics, staring up at the ceiling. "I'm listening."

"First of all, it may have been a simple equipment malfunction," Ratchet frowned when he replayed the scene over in his mind. It hadn't seemed like a malfunction. "From another point of view, it is quite possible that you slipped into permanent stasis lock, but something brought you back. Perhaps the stabilizing equ-"

"Stabilizing equipment?" Shrieked the racer, his red optics widening in shock. "Ratchet, I'm sure I didn't need it. Besides, you know what that does!"

"Inhibits some abilities, especially those in sync with an alternate mode."

"E-exactly!" Knock Out stammered, his voice rising indignantly.

"It saved your life," Ratchet snapped, restraining himself from hitting the younger 'bot over the head with a wrench.

"I didn't want to be saved," the reply was so faint Ratchet could've imagined it.

"Why not?"

Knock Out glanced at him in surprise. "I just didn't want to."

"There has to be something more than that," Ratchet pressed.

Knock Out closed his optics, wincing as if he'd been injured again. "When I left that note, I didn't realize just what Breakdown would do when he saw it. But now-" he looked up sharply, a renewed understanding gleaming far beneath the pain in his crimson optics "-but now I understand. It was the ultimate betrayal, us having been … partners… for quite some time. Even though he was a Decepticon, and I an Autobot, I still felt some kind of friendship toward him. Nothing much, though. I grew to like his unrelenting personality, and single-mindedness about destroying Bulkhead. It was amusing, to say the least. Just like what drives Bulkhead to get even with Breakdown every chance he gets. Reminded me of the way things were on Cybertron, before the war. At the time, I thought nothing of leaving the note – it was my final challenge to Breakdown, just to see if he was half as dumb as I suspected – but now I know what Breakdown felt when he read the message. I had betrayed him."

"Knock Out, you couldn't have betrayed him," Ratchet smiled faintly. The younger 'bots were always so sensitive. "You were never on his side."

"But for a time-" The red medic sighed. "Never mind, I should have known you wouldn't understand."

Ratchet shook his head. "I'll go make sure no one else is badly injured."

"You didn't do that earlier?"

"I was too busy trying to repair you," the head medic responded.

"Oh."

Knock Out busied himself while Ratchet was gone by thoroughly exploring the Autobot – _No, just the base._ He corrected himself. He really needed to stop thinking of himself as a Decepticon. The façade was no longer necessary. Megatron probably knew, and he was sure Soundwave was the reason the Decepticons knew in the first place.

He had almost finished when he heard heavy footsteps behind him.

"Enjoying your tour?" The voice belonged to Bulkhead.

"Mildly," Knock Out turned in the direction of the sound, unable to keep the venom he'd carefully developed toward the Autobots out of his voice. Another thing he'd thought up to avoid detection. Then something occurred to him. If he'd heard no fighting when he woke… "What happened to Breakdown?"

Bulkhead tossed a chunk of black metal at him. "Dead."

Knock Out realized what it was the moment he looked at it. Breakdown's eye patch. When he spoke again, the venom wasn't all an act. This time it was real. "I guess you finally won, Bulkhead."

"Wasn't me," the Wrecker replied, oblivious to the barb in the medic's statement. "Didn't have the chance."

"I always thought you would be the one to offline him."

"Wish I had," Bulkhead pounded his fists together; the metallic clang echoed in the hallway. "The 'con had it coming. You mess with one of us, you get all of us."

Knock Out just shrugged in reply. He was lost in thought. After a bit of talking with no reply, Bulkhead finally got the idea.

_If Bulkhead didn't do it, then who did?_

He shuddered as it all came rushing back to him.

_**He was somewhere… but just where, he couldn't tell. It felt like he was trapped somewhere between reality and someplace much, much darker. He tried to call out, but the words were lost in the harsh ring of the enclosed space. Suddenly a burning pain gripped him like a vise, and he felt his vision starting to go black.**_

_**After what felt like an eternity, the blackness lifted, and he was able to see again. But there was nothing to see – it was pitch-dark, the only light from a faint beam too far away to be anything much. He could see, but not see. There was nothing but darkness, yet there seemed to be light somewhere far away. There was burning pin, but it felt muted, as though it should have been worse.**_

_**The pain was unbearable. Even though his optics were functioning again, the agony that gripped him still remained. It grew worse by the second, until he knew he could last no longer. **_**Just another minute, **_**he told himself.**_** Just another minute and it'll be over.**

_**But even that short minute seemed to last forever. **_

_**Finally, the pain was gone. Nothing remained but blissful peace. There was nothing left to come. **_

_**And right now, nothing seemed like the best thing in the world.**_

_**He was about to drift off into an eternity of emptiness and relief when a loud voice interrupted him.**_

"_**Ah," it boomed. "A trade? Very well then. Your choice is made, and I will send him back. But be warned, he will not remember what you did…"**_

Even as the memory came to a close, he felt it slipping from his grasp, drifting off into bleak oblivion, and dissolving before his optics.

He should know who offered to – what was it again? – but couldn't remember. And the booming voice, he should recognize – wait, what did it say again?

A faint burning sensation came to him, but it was nothing like… what was he trying to remember?

Blackness ate away at the edge of his vision, nothing compared to the darkness of before… wait, what happened before?

He shook off the echoes of the … event, he decided to call it – whatever it was.

As Knock Out turned Breakdown's eye patch in his hand, he couldn't help but feel there was something he was supposed to remember.


	10. Chapter 10

**AN: So, I decided not to end it there. I could have, but writing Knock Out's interactions with the Autobots is just too- you know what, I'll just let you read.**

Autobot Base:

Bulkhead never thought silence could be loud but that's the only way he could think to describe the lapse of insults between Knock Out and Ratchet.

But, thankfully, Bumblebee broke it. He beeped quietly, keeping his head low.

"Why didn't you say so?" Ratchet sounded angry.

"Because, quite frankly, you scare him," Knock Out was equally abrasive.

"Oh, and would you care to tell me how you're so sure?"

"I didn't just find out what the _Decepticons_ were doing," The red mech stood akimbo, leaning slightly to one side.

"And I suppose you were actually able to penetrate our shields," Ratchet's voice was thick with sarcasm.

"Child's play, as the saying goes," Knock Out's dismissive gesture only succeeded in making the chief medic angrier. "It was so pathetically easy I wondered why the Soundwave never found you."

Ratchet took a moment to calm himself down. "Alright, then. Show me where I went wrong."

"Well, I think that your shields had a gap in them somewhere. That's probably how Breakdown got in." Knock Out walked out, Ratchet following, and soon their conversation drifted away.

Bulkhead looked at Bumblebee. "You get any of that?"

The yellow scout buzzed a negative.

"Me neither."

Jasper, Nevada:

It felt weird to know there was another Autobot, but it wasn't Wheeljack. The white and gray mech was awesome, but Knock Out was just strange.

Miko mulled this over as she left from school. Bulkhead was late, probably because he thought she had detention. She did, but she wasn't about to go.

Raf and Jack would already be at base, so her only option was to walk to her host parents' house.

She strode confidently through the heart of Jasper, not in the least bit worried. There was never any serious crime in the city, so why should she worry?

When Bulkhead showed up after detention let out, he would be worried, and then he would give her the 'Why-Can't-You-Just-Listen-For-Once?' speech. Arcee would be thankful Jack wasn't as disobedient as her. Bumblebee, well, who ever knew what he thought?

It wasn't her fault she had a knack for getting into major trouble. It just happened. That was why Knock Out bothered her. He was a medic, so why wasn't he grumpy? But he was always so vain, not caring in the slightest what she was up to. It was so easy to slip away while he was supposed to be watching her. Once the others found out, they would reprimand Knock Out for not paying attention.

Miko tossed her backpack on the floor once she entered the suburban home. She would get yelled at for it, but she didn't care. It was Friday, marking a week since Knock Out officially joined the Autobots. She wondered what she would do when she went to base with Bulk.

Annoy Ratchet? Dune Bash with Bulkhead? Play videogames with Raf and Jack?

The possibilities were endless.

So why did she want to find some way to get Knock Out to pay attention to what she was doing?

She was just getting ready to go to her room when she heard a horn honk from outside.

"Gotta go!" She called to her host parents as she ran out the door, pausing to grab her backpack on the way out.

Bulkhead was waiting, his engine humming in impatience.

Miko hopped in, strapping herself in as quickly as possible. "Let's go!"

"You seem more eager than usual," her guardian commented, but he accelerated. Then he pieced together why she was already at home. "You skipped, didn't you?"

"No teacher can keep me straight," Miko boasted, twirling a strand of fine black hair.

And they kept going in companionable silence until they reached the base.

When Miko got out, she couldn't see any trace of the medics. "What happened to the docbots?"

Jack leaned over the railing. "Ratchet's doing something important, and Knock Out's on patrol with Arcee."

Miko's face fell, but instantly perked back up again.

Raf waved a controller at her. "Wanna race?"

She smiled, ascending the ladder swiftly. "Since when do I not?"

Somewhere in the Desert:

Arcee transformed, turning to face Knock Out. "I still don't think I can trust you."

The medic just smirked. "And why might that be?"

"I just don't."

"And is that supposed to bother me?" His smug half-smile faded, leaving behind a confused expression.

"Are you always this laidback?"

"Are you always this uptight?"

"I give up!" Arcee changed back to her alternate mode, speeding off, but careful not to exceed the speed limit. Much to her displeasure, Knock Out followed her.

The red medic kept himself even with her for thirteen miles. Then he decided to start teasing her by going ahead and then waiting for her to catch up. Needless to say, the femme was not amused.

She drove Knock Out off the road the next time she caught up with him. He spun out into the sand, his paint getting scratched in the process.

"Do you have any idea how long that's going to take to fix?" His cry was indignant. He transformed, staring down at his ruined paintjob with palpable dismay. "I spent forever getting it to look like that!"

Arcee resumed her primary form, ignoring his anger. "Next time, don't try to tease me!"

Knock Out loomed over the femme, his hand jerking to his holster, where he would normally find his energon prod. There was nothing there. Instantly he remembered. Ratchet didn't want to have any accidents concerning his overreaction to the other Autobots. It didn't help Optimus Prime made that an order after he found Knock Out rummaging through the medical bay looking for his weapon. He scowled, his frustration surfacing in a low growl. All of a sudden, he smiled, his hostility gone. "No harm done," he said lightly. "Just a couple of scratches, that's all."

Arcee stared. "Who are you and what have you done with Knock Out?"

But he proceeded to change the subject. "You know, for a two-wheeler, you're pretty fast."

The femme was quick with a retort. But there was no venom in her voice. "You know, for a racer, you're pretty slow."


	11. Chapter 11

**AN: Anyone else notice Knock Out's been absent from the show ever since Operation Bumblebee Part 2? Wonder what happened to him. Hunting down Airachnid, perhaps? Or something bad happen to him? By the way, a joor means an hour.**

Autobot Base:

Jack was extremely surprised at what he saw when Knock Out and Arcee returned from patrol.

No arguing, no punching and fighting, not even a raised voice. They were just talking. Peacefully. As if they'd been friends the whole time.

Jack found himself a little bit annoyed when he saw how friendly Arcee was being with the red mech. And how Knock Out had a faint smile in place of his usual smirk. The only consolation he found was when he noticed the numerous scratches and scrapes on the vain mech's exterior.

As they got closer, the human trio caught snippets of their conversation.

"… must've been some partner."

"Cliff was the best."

"Same with Breakdown."

"Even if you were on different sides?"

The medics reply was so indistinct that no one could hear it.

Arcee laid a comforting hand on his shoulder. "I understand. It's hard to lie to a friend, even when you have to."

"For some reason, my assistants never last long," Knock Out gave a dry, humorless laugh. "But it is easier with him gone."

The two seemed to notice the others watching them for the first time. Knock Out drifted to the medical bay, leaving Arcee standing in the middle of the room, looking quite self-conscious. She smiled sheepishly. "You said I needed to get on with him."

Ratchet shook his head in confusion. "I meant you had to stop arguing with him every time you were near him."

"We had a talk, and found we have a lot in common."

Raf interrupted before the conversation increased in tension. "Ratchet, what was Knock Out like before he became a double-agent?"

The old medic laughed wistfully. "Sly, difficult, brash; much the same as he is now." That earned him an indignant 'Hey!' from Knock Out. But he continued regardless. "There were times I thought I could kill him for his latest antic, but he was a good 'bot.

"He had a thing for getting himself in to situations that, logically, he shouldn't have returned from alive. But he always came back, albeit damaged. Then he would complain for a while, and finally decide to do something about his ruined paintjob."

Knock Out stuck his head around the corner. "I didn't complain for that long," he objected.

"Really?" Ratchet asked. "You moaned for five joors after Springer totaled your new paintjob during a training session."

"I had just finished waxing it," the red mech quipped. Then he vanished back into the medical bay.

Miko was listening interestedly now. "Did he ever get in trouble with the bossbots?"

"Plenty of times," Ratchet answered. "Perhaps the worst time being when he accidentally pranked Perceptor."

A faint, "Oh, please, no." was heard from the general direction of the medical bay.

"This was before the war, so Shockwave worked with my division of medics and scientists. Knock Out was a new apprentice and thought he could get away with anything. I tried to teach him patience and restraint, but he wouldn't listen.

"Shockwave criticized everything he did, even when it was done correctly. Knock Out acted like he didn't care, but something happened, and then he snapped. He began devising all of these traps and weapons, careful not to let anyone see. After a while of him being too quiet, I started to grow suspicious. I started to keep him as busy as possible, so he wouldn't have time for whatever it was he was doing. But he did it anyway.

"Before I tell you what it was, let me say, the design was flawless. If only it had worked."

Bumblebee beeped questioningly.

Raf nodded. "What went wrong?"

"Nothing," Ratchet said simply. "It was executed perfectly."

"Then why didn't it work?" Miko was growing impatient.

"Because Shockwave wasn't the one caught in it," the red and white medic smiled. "Perceptor was. He ended up magnetized to the floor and buried in spare parts. Knock Out was so proud of himself until he realized he'd trapped the head research scientist."

The racer in question yelled loudly, "As I've said before – it was an accident!" Softer, he added, "I meant to get Shockwave... and maybe Ratchet too."

Ratchet shook his head and continued. "Perceptor demanded he be demagnetized at once. Unfortunately, Knock Out didn't know how to do it. Once I got Perceptor loose, I ended up spending the next half-joor pounding dents out of his armor." Loud clanging interrupted him as he started to continue. "But that wasn't the worst of it. Knock Out was confined to the outpost for the rest of his apprenticeship, and banned from racing. That's why he loves to street race – he hasn't done it since his early days as a medic."

A crash came from the direction of the medical bay.

"He better not be looking for his energon prod again." Ratchet muttered.

"I'm _not_!"

Miko looked intrigued. "So he was an impulsive 'bot? Getting into trouble all the time?"

The chief medic shook his head. "Not all the time, but when he did – Primus assured – it was a lot of trouble."

Arcee shook her head. "Sounds like Miko."

Bulkhead nodded. "Yeah, it does."

Miko frowned. "I haven't been getting into _so_ much trouble lately."

"You've been in enou-" Ratchet's scathing response was once again cut off by the sound of something falling – something heavy. "What are you doing, Knock Out?"

Another crash came, making Raf jump. "You'll see," was the reply.

"Knock Out, if you don't get your sorry chassis-"

"Not! Now!" There was a sickening sound of metal being dragged across metal, followed by a heavy thud. "Busy! Ask. Again. Later!"

"What could he possibly be doing that requires such noise?" Arcee wondered aloud.

Jack spoke for the first time. "Probably looking for something he's not supposed to." He felt his face grow hot as he remembered the way the racer and his guardian had been talking earlier. "You can never tell."

The others considered this in stride, taking into account the number of scratches Knock Out had had when he returned.

Suddenly, a frustrated voice broke through the thoughtful silence. "Where the Pit is the buffer?"


	12. Chapter 12

Autobot Base:

Today marked the first time Jack and Knock Out had actually talked. Without yelling at each other, that is. It wasn't to last.

"So you were the hum- one who was street racing with Bumblebee that day…" Knock Out mused. He had just finished repairing his paintjob, but no one would tell him it looked the same as before he had 'fixed it.'

"Vince challenged me. What was I supposed to do, refuse?"

"Arcee probably would have liked it better."

"What do you know about it?" Jack snarled. Suddenly he lost his good humor.

Knock Out's optics flashed. "Hey, what do you mean what do I know about it?" He leaned down so he was on eye level with the human. "She's your guardian," he poked Jack with one finger. "And she doesn't want you to get hurt. It's _simple._ Of course I guessed. It's typical of Autobots to gain emotional attachments to their charges, and apparently, Arcee thinks of you as a partner rather than a weak human she has to take care of. She respects you. The other Autobots respect you. What other human could have restored Prime's memories? And yet you ask me what I know about it? Use that simple processor of yours. Think about it for yourself." Then he walked away.

Jack stood stunned for a moment. Knock Out had snapped at him before, but never like that. Then again, Jack had never indirectly insulted the medic's intelligence before, either.

Some Lonely Desert Road:

Knock Out kept his speed down; calming his rising anger by listening to a CD Miko gave him by a band that went by the name of Green Day. Personally, he didn't understand how a day could be green, and said as much to the Japanese girl, who simply told him that it wasn't supposed to make sense. This only succeeded in confusing the medic even more.

The song that was playing was called 'Know Your Enemy'. Not a bad song, when you considered the tune, but the words held a deeper meaning for Knock Out.

It was loud and barely understandable, but the music quelled some of his frustration.

After two minutes of listening to it, he gave up and turned it off. He'd tell Miko later that he'd listened to the whole thing, but for now, he had a lot on his mind.

Was it really a good thing that the Autobots knew he was one of them? Even more important to him, should he have left the message for Breakdown?

The answer was no on both counts. He could still be a good double-agent if the Autobots didn't know. He could have fixed Starscream on his own if he'd just thought a little more without getting so frustrated. If he hadn't left the message, then maybe his friend wouldn't be dead.

It was just in his nature to tease and taunt, to leave a challenge open for someone to take after he'd been discovered. It was just his way, like how sensitive he was about his paintjob. He couldn't have _not_ done it, because to him that would have seemed like admitting that he wasn't good at his job.

All he had wanted to do was talk. He had planned to rendezvous with Breakdown and explain – twisting the story to make it seem he was still loyal to the Decepticon cause, of course – but that all fell apart when Prime insisted that he stay in base so as not to 'attract attention'.

He sighed. "Ratchet, what's the nearest deposit?"

"Just a click north of your current position, why?"

If he'd been in his main form, Knock Out would have been smirking.

"Figured I'd mind as well do something useful while I'm out here. You got a problem with that?"

"None, Knock Out. I'll inform Optimus. Be sure to call if you need backup."

"Ratchet, since when have you known me to need backup?"

"Stay away from any Decepticons that get in the way. I don't want to have to fix you again."

"I'll be fine. I'm not an apprentice anymore. Besides, I think I can handle a couple of Vehicons."

He ended the transmission there, not bothering to ask for exact coordinates.

Autobot Base:

"Knock Ou – he hung up. Why am I not surprised?"

"What's he done this time?" Bulkhead asked the now familiar question while Ratchet was still speaking.

"Do you mean what's he done, or what's he going to do?"

The former Wrecker thought about it. "Depends – which is worse?"

Ratchet sighed audibly. This was going to get interesting. "He's scouting an energon deposit."

"Think he'll welcome a little help?" Bulkhead hadn't really interacted with the newest member of their team, so that was probably what he was trying to do.

"He usually doesn't welcome _any_ help. But if you're willing to put up with him, I can bridge you there." Ratchet decided to help him along.

"Nah, I'll drive," the green 'bot replied. "Uses less energon that way."

He transformed, using one of the many concealed exits to leave.

Energon Deposit North of Jasper:

This was the quietest he'd ever seen Knock Out. The red medic was usually talking someone's head off at this point, but right then, he was silent.

Bulkhead tried to match Knock Out's calm appearance, but couldn't quite get it.

"You're going to fall if you step there." Knock Out only spoke when he thought something was going to happen.

"Uh, right."

"If you want to help, you can scout the other side. Might be some Decepticon miners around. It's a pretty big deposit."

Bulkhead nodded, a bit put off by the other mech's curt tone.

Around an hour later, Bulkhead had found no energon where Knock Out had sent him.

"Knock Out," he called into his comlink. No response. "Knock Out, respond. Knock Out?"

He waited for a moment, but there was no reply. He switched his frequency.

"Ratchet, do you read?"

"Ratchet's busy, Bulk. What do you need?" Arcee's voice came through his comlink

"I'm not getting a response from Knock Out. Thought it might be an equipment malfunction, but I got through to base. You got a reading on him?"

"He's still there, Bulk. His signal's right near yours. You don't think…"

"Actually, I do. Could you send backup? I think our new friend's just gotten himself into a scrapheap of trouble."

Energon Deposit North of Jasper:

Knock Out had been drilling patiently for energon when _he_ showed up. Starscream. Asking what the medic was doing in such close proximity to the Autobot Bulkhead.

Knock Out, of course, had no answer. What could he possibly say? That he was unaware there was an enemy warrior that close? The only logical thing he could say was to tell him that he was, in fact, an Autobot, which he did.

So he said it. That was his first mistake. Now he had an enraged seeker chasing him, and he had damaged his comlink when Starscream fired on him. So he couldn't call for the backup he was still sure he wouldn't need, or let his new comrade know what he had gotten himself into.

Of course, it didn't help that Starscream had brought a contingent of Vehicons with him.

He should fight back, but he couldn't. No matter how long he remembered that he was never a Decepticon, he couldn't see the Vehicons or Starscream as enemies.

Now he was backed up against a wall, staring down what must have been twenty Vehicons, plus the Decepticon Second in Command.

And that's when the Autobots showed up.

Knock Out had to admit, their fighting skills were good, but they hadn't spent most of their lives training for combat. The Decepticons had.

If he had his – wait, he did have it. He'd found his energon prod while he was looking for the buffer. Now all he had to do was join the battle.

He transformed, heading into the thick of things. He hoped being around the other Autobots would help keep him focused on which side he was on, but it didn't.

No matter where he looked, no matter who was fighting who, Knock Out could not see any enemies.

Starscream noticed his hesitation, and took the opportunity to strafe him with missiles. "Come on, coward! Forgotten your training already? The Autobots have made you weak!"

Knock Out closed his optics and did the only thing that made sense.

He attacked.

When he heard Starscream sound a retreat at last, he stopped. Then he opened his optics warily, afraid of the carnage he'd caused.

He balked when he saw who was under his prod.

Bumblebee.


	13. Chapter 13

Energon Deposit North of Jasper:

"Knock Out, lower your weapon," Optimus still had his battle mask drawn, and his swords were carefully lowered. He did his best not to sound threatening, lest the medic react.

Knock Out shook himself. "Of course." He pulled back, stepping slowly away from the yellow scout. But he did not deactivate his energon prod. He just had a feeling he might need it.

Arcee and Bulkhead appeared from around a corner. They both looked angry. But neither said a word.

Optimus helped Bumblebee to his feet as he contacted Ratchet. "Requesting GroundBridge immediately."

"Do I need to prepare for wounded?"

Optimus' voice was grim. "Yes."

The GroundBridge opened and the Autobots entered. All but one.

Knock Out stood aside as Arcee stalked by him, her optics like chips of flint. She flicked her arm up, the sharp blade cutting the vain medic across the face. Bulkhead refused to look at him, and sped up to help Optimus support Bumblebee.

Knock Out didn't even wait for the vortex to close. He transformed, speeding in what he thought was the opposite direction from base. He didn't want to go there right now, because he wasn't feeling like much of an Autobot.

Autobot Base:

"What happened?" Only Bumblebee seemed to have sustained any serious injuries, but Arcee and Bulkhead looked ready to kill. Even Optimus was fighting back rage.

"You promised he was on our side," Arcee snarled. She wiped the blade on her forearm clean of energon.

"What?" Ratchet didn't think they were talking about… he hadn't come back with them. He must have…

"Knock Out," Bulkhead interjected; his voice was cold and angry. "You said he was one of us. You said he was an Autobot."

"But he is." Ratchet didn't want to think about what could have happened. "He was only pretending to be a Decepticon; the whole time he was just a double-agent."

"Tell that to Bumblebee." Arcee was so angry that she shook – not usually a good sign. The last time Ratchet had seen that look on her faceplate was when Cliffjumper and Bumblebee brought her back after Airachnid terminated Tailgate. "Ask him. Ask him what that red traitor did to him."

Bulkhead kept staring straight ahead, but his hand kept retransforming in and out of his weapon mode. "How could you trust him? Why did you let him stay?" When he received no answer, he slammed his fist into the wall of the missile silo, causing it to quake. "Well? Didn't you realize he'd change? That he wouldn't be an Autobot anymore?"

Ratchet ignored him and set to work repairing Bumblebee. The damage was mostly superficial, but it was obvious most of it was inflicted via an energon prod. By the half-crescent shaped markings that covered the scout's frame, it had to be Knock Out's.

Optimus laid a comforting hand on his old friend's shoulder. "You could not have known what would become of him – what he would become – once he joined the enemy, even if it was only an act. It is not your fault. Do not blame yourself for his actions. He made a choice out on the battlefield, and now he must follow that choice."

Ratchet sighed while he tried to concentrate on fixing the young scout. "I prepared him for what he would face in Megatron's ranks as best I could, but I could not prepare him for finding sympathy or friendship within them. Whatever he does now will be based upon his conflicting loyalties – whether they be to the Autobots he trained with for so many years, or to the Decepticons he spent centuries fighting for." He slowly lowered his welder to look up at his commanding officer. "Whatever he chooses, promise me that you will not kill him for being confused."

A ghost of a smile tugged at the Autobot leader's faceplate. "I promise."

The Nemesis:

"And you're telling me this because?"

Starscream winced. He'd hoped he would be able to convince Megatron of his newfound witness of Knock Out's… confusion. It would be easy to manipulate him. "We could influence him to spy for the Decepticons?"

"Is that a suggestion or a question, Starscream?"

"A-a suggestion, _Lord_ Megatron," the seeker fought to keep his voice even. He had just restored his rightful place as Second in Command, and wasn't about to let Megatron think him weak and put Dreadwing in his place.

Soundwave played a recording of Knock Out attacking Bumblebee and repeatedly stabbing him with his energon prod. It ended with the three other Autobots circling the red medic, their weapons drawn.

"How… interesting… how very interesting indeed," Megatron briefly toyed with the idea Starscream had presented. It wasn't bad at all, considering that the seeker came up with it. "We will see, Starscream. If something like this happens again, then I may decide to go along with this plan of yours."

Autobot Base:

"Knock Out, report back to base." Ratchet was trying to reach the 'bot that was currently AWOL. "Knock Out, respond."

The only reply he got was the humming of the static on the other end.

"Were any of you able to reach him before or during the battle?" Ratchet questioned the others.

"No." Bulkhead's answer was flat.

"Not a word." Arcee's was more of a growl.

Bumblebee beeped angrily, his answer a negative.

The chief medic scowled, turning his attention back to the screen. He knew none of it would get through, but he tried one last time to reach his former apprentice. "Knock Out," his voice was low and threatening, "if you don't get back here… I swear that you'll regret it. You better be back here soon. I will come find you if you aren't, and you will not be happy with me if that happens."

Wherever:

Knock Out could barely make out what was being said on the other end of his comlink. Whatever it was, it was supposed to sound threatening. Whoever was speaking didn't realize that it failed to intimidate him if he couldn't understand the words being said.

But he was sure it was Ratchet. Who else could it be? Who else cared?

He heard a roar above him, and, checking to make sure no one would see him, he transformed to his main form. He looked up. _Not who I expected…_

The mech transformed, towering over the medic as he landed. "I have a proposition for you, Knock Out."

Knock Out's smug air withered under the hard crimson gaze. He shrunk back, instinctively dropping to one knee, his head bowed. Every circuit was telling him to transform and get the slag out of there, but he didn't. No one would dare run from this mech. So many of his comrades had perished at this mech's sword, yet Knock Out could not find it in him to flee. Who would dare defy a leader, even one who you never truly worked for? Not him, certainly. Not with this mech. He'd rather be known as a coward and traitor than to disobey this mech and suffer for the rest of his existence.

"I live to serve, Lord Megatron."


	14. Chapter 14

Autobot Base:

Knock Out's voice came through cheerily. "Had to find my stash of tools. I just needed to fix my comlink. Be back as soon as I can."

Ratchet shook his head. "When you get back, we need to talk."

"I'll remember that. Over and out."

Bumblebee stood with his back to Ratchet, conversing eagerly with Raf. The humans had been distressed when they heard the events of the battle, Rafael most of all. Jack simply muttered he knew this would happen. Miko shrugged it off, smiling forlornly and saying she wished Bulkhead would've clobbered him.

The Nemesis:

Knock Out was acutely aware of the Vehicons staring at him. He hissed and flicked his energon prod menacingly; they did not bother him after that.

The worst part about going back was the questions. Where were you? Do you know what happened to Breakdown? Is it true you were one of _them?_

The disgust in their voices deepened when he answered their questions. At the Autobot Base. He's dead. I was always one of them. But he ignored them. It didn't matter what they thought. He'd felt the revulsion that came off the Autobots when they saw what he did. _They_ hated him now. Just as well, because he didn't think he could have been content with their largely pacifistic and lenient methods.

He was aware of only one way to get his mind off the day's events. Sparring.

The Vehicons had been eager to show how much better they were than Autobots and Knock Out perfectly happy to let them try.

"A piece of advice, doctor: this time, stay down." The drone – designated B35963 – shoved him one last time before walking away. "You've gone soft, just like Starscream said."

"I'll show you who's soft!" Knock Out leaped to his feet, ignoring the protests of Vehicons as he threw them aside. He lunged, plunging his prod in deep, twisting the blade as he activated it.

The energy cackled and roared as it traveled through the length of the now twitching Vehicon's frame. "You're losing it, Knock Out, just like you always have been." The drone laughed, the sound ending in a spluttering cough as Knock Out's fist collided with his head. "Admit it, you're afraid. You have always been afraid of what would happen. You've never been one of them; you've been one of _us _the whole time."

"I'm. Not. One. Of. You!" The rage boiled over, causing the medic to see red. All he saw as he tore vital circuitry with his bare hands was Megatron's arrogant faceplate, right before he was torn to shreds by Autobots. "I'll never be!" He twisted off the fuel line, sending splashes of blue energon on his armor. Then the rage subsided, and Knock Out stood. The Vehicon lay dead at his feet in a pool of vital fluid and energon.

Also on the Nemesis:

Megatron watched the match, feeling quite pleased – which was rare for him – and was slightly shocked when he saw Knock Out's brutal slaughter of the drone. Not very shocked though.

The medic was blinded by anger and fueled by hate. He'd make a fine weapon to use against the Autobots when the time came. There was just one more thing to do before they finished with Knock Out.

Megatron turned to the Vehicon who'd just entered. It was carrying a cube of dark energon.

Another earsplitting screech came from the screen as yet another drone was killed by Knock Out. Megatron turned his attention to it for a brief moment, just in time to catch a glimpse of Knock Out standing stunned in the middle of a pile of dead Vehicons. He looked truly appalled. His trembling voice came clearly over the speakers.

"What have I done?" It echoed back at the medic. "I really have become like them."

Autobot Base:

Knock Out never came back. Three days passed and there was no sign of him anywhere.

Then he suddenly appeared out of nowhere. He smiled and asked Bumblebee to forgive him; he hadn't been thinking.

Bumblebee accepted the medic's apology, challenging him to a race. That was turned down by Knock Out. He said Ratchet wouldn't approve. For once he actually looked sincere, but there was something buried deep in his crimson gaze… something like regret.

But he was more open to everyone now. He freely told the humans about life on Cybertron before the war, seeming to want them to know everything about it.

He was in the middle of describing Iacon and Tyger Pax before they were destroyed when Ratchet picked up a Decepticon signal at a huge energon deposit.

Bumblebee, Bulkhead, and Arcee were just entering the GroundBridge when Arcee turned back. "Aren't you coming?"

Knock Out hadn't moved. "No, thank you. I'll stay here and make sure Miko doesn't get into trouble. Ratchet could go with you if he likes." He turned back to his audience, making a mildly irritated gesture in the general direction of the blue femme.

Ratchet glanced at the red medic in hesitation before following the others. He seemed to be handling everything well.

Still at Autobot Base:

Knock Out was spared a further irritating comment from Miko because she was waiting for him to continue.

"Iacon's record halls are something to behold, I must say. So much data in one room, enough to fill a thousand of your libraries, but it isn't like that anymore.

"When the war started, the first to fall was Iacon. Megatronus, for he had not taken the name Megatron yet, burned it to the ground, leaving not one building standing. He did not harm the civilians, because at the time the war was merely a revolution against the caste-system in place; it should not have ended up like it is today.

"Most of the relics and important data were saved from destruction, but some were too damaged to save. Part of the lost data was the record on the Scientific Guild. That had something to do with my spying for the Autobots – no one would know I had even been one of them, thus they would not hold back. But, anyway, those cylinders and artifacts that were rescued were ejected, thrown out into the dark abyss of space, to one day land on planets such as this one…"

Knock Out's expression clouded with memory as his voice trailed into silence. He stared at the wall, not seeing but lost in the past. His smile faded as if he could see the horrors of that fateful day repeating itself, over and over again.

He would never tell the humans what befell the city's innocents; it would only make them afraid – afraid of him.

The truth was, he never told anyone who he really was – what side he was on. Was he an Autobot, or Decepticon? Not even he knew the answer. Before the war, he was a medic in training for the Autobot faction. Even before that, he had been a crude but well known doctor in the pit fights once so frequent in Cybertron's underground, and most of the transformers there had become Decepticons, so technically he had been part of that faction for a time. After the fighting escalated, the remaining High-Council members demanded somebot infiltrate the 'rebel faction' as the Decepticons had been called then. He had eagerly stepped up, not thinking what old friends and familiar mechs he might meet once again.

Offering to become a spy was the worst mistake Knock Out could have ever made. Now he was caught in the middle of the war on a planet full of innocents and knew he would have to choose who he would be loyal to.

He fingered the sliver of purple crystal Megatron had thrust into his grasp as he departed back to the Autobot Base under orders to fulfill the mission he'd been given.

He had to choose now, while there were no influences from either side.

He had to choose now, and face the consequences.

"Knock Out? Are you feeling alright?" That was June, Jack's mother.

He snapped out of his reverie to see all four of the humans looking up at him expectantly. None of them had seen the shard.

"Fine," he stammered, clenching his fist around the crystal of dark energon, obscuring it from view. "Just remembering the fall of Iacon. Nothing terribly important."

Raf appeared concerned. "You were completely out of it for a couple of minutes."

Jack had a sympathetic smile. "I saw part of the city when Arcee and I traveled to Vector Sigma. There was nothing left except for a few buildings. I can understand why you were like that."

Miko just grinned. "You zoned out. Your vocorder – isn't it called that? – starting going haywire, clicking in random syllables and stuff like that."

Knock Out's optics went wide. He'd been speaking. None of it was in his mind. He'd been pretty much telling the whole thing out loud in Cybertronian. "My language processor must have been activated while I wasn't paying attention. I might have run a self-diagnostic; the words meant nothing, they were meaningless, even in New Cybertronian."

He recoiled imperceptibly at the thought of what might have happened if any of the Autobots had been present. The words he'd spoken were far from meaningless. Instinctively, his hand tightened its grip on his energon-

_NO! No, I never meant to forget! _Something pierced the metal skin of his hand, digging in painfully deep.

Knock Out stumbled, drawing back from the source of the pain. He could feel the dark energy coursing through his systems, expelling the untainted energon.

He shuddered and jerked, unused to the rush of power. His hand twitched, reminding him of what caused the pain. He stared down at the deep purple crystal embedded in his palm, growing smaller with each moment that passed.

June recognized it immediately from the descriptions Ratchet had given. She grabbed Jack by the arm. "Get Raf and Miko out of here. I'll follow as soon as I contact Optimus."

Knock Out was convulsing viciously, his systems desperately trying to expel the poison before it was completely absorbed. After another violent jerk, he lay still.

Then his optics flashed, their usual bright crimson coloring replaced with an eerie purple glow.


	15. Chapter 15

**AN: I just watched Saturday's episode. I kind of feel bad for Knock Out at the end of it. His paintjob – which he probably spent hours buffing to perfection – is ruined. And no Decepticon will give a crap.**

Autobot Base:

He never expected it to be this… exhilarating.

He could feel it swamping him, taking over slowly. A snarl built up, drowning out the noise form inside the base.

He couldn't see, and felt himself jerking as the poison leeched into his circuits and vital systems. The experience was agonizing, but he relished in it all the same. It was absolutely the strangest thing he had ever known.

Then the pain stopped altogether.

A rush of pure energy drove him to reactivate himself, to fulfill the single thing that occupied his thoughts – Megatron's orders were simple: _Kill them all._

Outside of an Abandoned Mine:

Something wasn't right. The Decepticons were being far too defensive, carefully avoiding anything that could end the battle.

All of a sudden, Dreadwing called retreat. The Autobots hadn't even touched him!

Starscream, naturally, was furious. Arcee could hear them yelling at each other as they sped off with the Vehicons.

Ratchet was about to call for a GroundBridge when he got a call from June.

"Ratchet, dark energon is extremely dangerous to _all_ transformers, right?" She sounded flustered, and a touch frightened.

"Yes." Ratchet wondered why she would ask that now. "Something's wrong, isn't it?"

"Knock Ou-" Then an animalistic sound cut her off. "Jack! I thought I told you to get Raf and Miko out of here! Ratchet, I'm opening the Groundbridge. Get here quickly."

Ratchet was about to reply when the transmission ended. He turned around, calling to his comrades. "Optimus, I believe we may have a situation on our hands."

The Prime nodded, signaling for the other three to return with them.

Autobot Base:

When they arrived, the place was a mess. Ratchet's tools and experiments were scattered across the floor; the communications' screen was overturned; things were trashed and pummeled to bits. It looked like a warzone.

And Knock Out was standing in the middle of it, his weapons drawn and ready for a fight. His head was low, his armor raised in palpable fury.

But that was not what made the Autobots freeze; it was the unnatural purple color of his optics.

"Dark energon," Ratchet breathed. He saw the ragged wound in the younger mech's hand, and the glowing shard of crystal protruding from it.

Optimus drew in a gasp of shock.

Bumblebee, Bulkhead, and Arcee took up positions on each side of Knock Out, careful not to scare him.

The red medic stared unseeingly at Ratchet, his circular saw buzzing as it activated. He lunged for his former mentor, a screech escaping him.

Optimus blocked the blow. "What have you done?" He hissed, bringing a clenched hand up to strike Knock Out in the chest. "How could you make this choice?"

Knock Out snarled at him in Cybertronian. "You know why. None of you ever trusted me." He aimed the remark at Ratchet. "None of you!"

Ratchet knew the Autobots were holding back in part due to his own reluctance to strike the medic he'd trained.

"We're stuck on this Primus-forsaken rock, and none of you ever listen! Megatron was going to kill your from the start! Ratchet, I told you over and over what his plans were, and you never stopped to think that I was right! Get over your pride and use the intellect you're supposed to have! You said you never used my intelligence because you were afraid to compromise my position, but it was always because you thought that you knew better and I was stupid. News Flash: I'm not and you better start learning that! Swallow your pride and get over it. All of you! You're as good as dead now. Stop fighting and accept the fate that was always going to be. Do you hear me? I'm going to kill you, and you can't stop me! Because you all deserve it! Every last Autobot deserves that fate that waits for them. Accept it! This was _always _your fate!" He threw Optimus to the ground, lunging with his drill extended in front of him.

Ratchet took the blow to his arm, raising it to cover his face. This wasn't Knock Out. This wasn't the quiet but capable apprentice he'd trained to be a formidable fighter and skillful medic. The poisonous dark energon had taken a firm hold on him, feeding off his confusion and turning it into hate and rage. Ratchet countered as best he could, but could not bring himself to use his weaponry. He knocked the red medic down, holding him while Optimus got to his feet.

Arcee and Bumblebee held Knock Out's arms behind him, struggling against his newfound strength. Bulkhead held his mace above his head, ready to bring it down should the medic escape.

"Megatron cares not for the lives of his troops," Optimus growled, fighting to keep his voice even. "And he would gladly let you die if he thought it would benefit him."

"I know."

"This is probably why he sent you here."

"I know." Steel edged Knock Out's reply. "But it's worth it if I can take just one of you down before I go." He stiffened as he felt the grip on his hands tighten. He snarled a curse that was quickly muffled by Bulkhead's hammer colliding with his head.

"Mind your manners," the former Wrecker said mockingly.

Knock Out's optics blazed with cold fury. He wrestled himself free of Arcee and Bumblebee, drawing his prod from seemingly nowhere. Calculating, quick, and deadly, Knock Out had Bulkhead pinned against the wall of the missile silo in less than a second. "Looks like I'm not the only one." His hiss was barely audible.

Ratchet now knew he had to act. He shifted his hands into swords, ready to attack.

Knock Out heard the sound of the transformation. He ducked Ratchet's first blow, but took the four successive directly to his chassis. He did not stop to worry about his ruined paint job, already devising a counterattack.

Ratchet stabbed Knock Out in the wrist, causing the latter to drop his weapon.

"Seems your T-cog wasn't wasted like you said it was." There was a touch of his old humor back in his voice, and he seemed to weaken. Already his optics were less purple than before, his attacks less smooth.

Ratchet turned to the others, dodging a swipe from Knock Out's drill. "Wear him down! The dark energon is burning out. If we can make him use all of it, he can be defeated."

Arcee jumped into the fray, landing blow after blow on the red medic, encountering little resistance. Bumblebee joined her, blasting Knock Out in the back. Bulkhead recovered from the shock of a mech much smaller than him being able to pin him so easily, soon joining the other two.

Together, the three of them drove Knock Out to his knees, but they did not stop then. They needed the medic to fight back for Ratchet's plan to work, but he wouldn't.

Knock Out supported himself with shaking arms, bracing against the floor to take the barrage of energon bolts dead on. Then his joints gave out, and he felt the strength he had earlier leave him completely. He was sprawled on the floor, waiting for the Autobots to finish it.

Optimus shouted at them to yield; their adversary wasn't moving. He looked at Ratchet. An unspoken question flashed between them.

Ratchet sadly shook his head.

"Lock him in the training room. He cannot hurt himself there."


	16. Chapter 16

**AN: In my opinion, this chapter is kind of boring. But I wrote it purely because I wanted the dialouge between the characters. Enjoy.**

Autobot Base:

It was sad to see a proud mech reduced to this – nothing more than a broken shell of his former self, not caring whether he lived or died.

Bulkhead would've once felt a sense of triumph at seeing a Decepticon like this, but he only felt pity. He reassured himself time and time again that the red medic deserved it, but he still pitied the 'con.

He opened the door to the training center, locking it behind him. Quietly, he scooped up the discarded tools Ratchet gave to Knock Out so he could fix himself; they were unused.

Bulkhead had done this before, trying to pique the racer's interest. He said nothing, walking toward the red medic, hoping for some reaction. Easing to a stop just before he reached Knock Out, he held out the tools.

Nothing.

Bulkhead sighed in disappointment. "You're going to bleed out if you don't patch up that hole." He took another step forward, pleased to see Knock Out's hand stretched out tentatively in front of him, asking for the tools.

Just as quickly, Knock Out turned away, empty-handed. He lowered his head in submission.

"I _will_ use force to get you to let Ratchet fix you if I have to," Bulkhead warned. He placed the medical instruments down beside Knock Out. "Just take them."

The red medic stiffened, his armor rising ever so slightly, an indignant hiss escaping him. But still he said nothing. Whatever scrap of his pride remained would not allow him to listen to an Autobot. He made no move to grab the tools.

Bulkhead sighed once more and left the room, not bothering to check to see if Knock Out dared to try and escape. He never made a move to suggest he would try.

As he locked the carbon-steel door, he heard a loud crash coming from inside, followed by a metallic clatter.

Arcee turned around, quizzically staring at him.

Bulkhead shrugged. "He probably threw the tools at the door." He pretended to look frustrated.

But inside he was smiling. For the first time, Knock Out had reacted to him.

Later:

Agent Fowler was not pleased. He had been gone for three weeks and practically missed everything. Now the Autobots were holding a Decepticon prisoner and refused to set him free. The government officer put a hand to his head. "Remind me again – just who is this Decepticon?"

"His name is Knock Out," Ratchet replied evenly.

"Knock Out," Fowler mused. "By chance is he the one who partners with the 'con previously captured by MECH?"

Optimus replied in the affirmative.

"And why exactly do you not let such a perpetually annoying and vain mech go?"

Ratchet shifted uncomfortably, returning his attention to his work. Arcee and Bumblebee looked at Bulkhead. The former Wrecker looked at Optimus.

"He was supposed to be a spy." The Prime answered simply.

"And?"

"And he betrayed us. End of story." Arcee was in a foul mood. 'He chose to side with the enemy, made us look like fools, and very nearly got himself killed doing it."

"Prime, you're going to have to let him go eventually. You can't keep him here." Fowler tried to appeal to Optimus' overdeveloped sense of right and wrong. "He's not one of your troops. I could see Wheeljack – should he ever return – being confined to base because of something he did, but this is a Decepticon. He's not technically under your jurisdiction. In any case, he was probably just following orders. Besides, you don't have the resources."

An ear-splitting screech broke through the momentary silence.

Ratchet quickly left the room, heading for the training hall. When he came back, there were several chunks of armor missing from his forearm.

"Again?" Bulkhead moaned.

Bumblebee beeped in exasperation.

Ratchet nodded. "He still has to shake off the effects. It could be weeks."

Agent Fowler was even more confused now. "Shake off the effects of what, exactly?"

Optimus exchanged a glance with Ratchet. "Knock Out was infected with dark energon. It all burned out after he was subdued, but it seems that its effect still lingers."

Ratchet leaned over to grab the welder from a nearby berth. "Every so often, something overtakes him, and he just goes crazy. Someone needs to be there to calm him down before he hurts himself. Other than that, he's as silent as the grave." He began repairing the damage to his arm.

"What makes him different than other Decepticons? Even if he was a spy for you guys, he chose to side with the 'cons. Why do you keep him here?" Fowler's irritated expression succeeded in further annoying Ratchet.

"Because I trained him, that's why. I trained him to be a medic, and then he volunteered to infiltrate the Decepticon ranks," the chief medic retorted. "He always was different, perhaps too like one of them from the start." Ratchet seemed to be talking to himself more than anyone else. Then he snapped back into focus. "And sending him back to the _Nemesis_ would be suicide for him. If Megatron sent him here, to attack us in our own base, then he never expected – or wanted – Knock Out to come back. He feared betrayal and knew he would never have complete loyalty from the medic."

Fowler just shook his head at the Autobot's reasoning. There would be plenty of time to get down to the root of the matter later. Perhaps he could actually talk to the captive Decepticon.

Still Later:

Ratchet listened for another sound, but none came. He looked down at the marks on his forearm, not completely erased, remembering that Knock Out himself was pretty much incoherent, and the aftereffects of being infused with that much poisonous energy were taking their toll on him.

This time, the red mech had gotten his drill stuck in the wall and didn't think to simply reverse the direction of rotation. The time before that, he'd accidentally hit himself in the head with his own saw, cleaving off a good portion of his armor.

But the first time Ratchet had been to see him was about fixing him.

_The small figure was almost doubled-over on himself; his shoulders were hunched, his head angled toward the ground. _

_Ratchet approached him carefully. He held his medical kit in one hand, the other connected lightly with the other mech's shoulder guard. _

_Instantly, his hand was shrugged off, a growl coming from deep in the younger medic's throat. Knock Out kept his back turned toward Ratchet, staring at the opposite side of the room._

_Ratchet dared to ask the question that had been bothering him for a while now. "Why did you choose to side with _them, _Knock Out?"_

_There was no reply from the red mech below him, only a noticeable stiffening of his armor._

"_Why did you side with them?" Ratchet's voice was gentle, as if he were talking to a new apprentice or confused youngling._

_And Knock Out exploded. "Why? Why? Because you'd never trust me! Because I felt like I belonged there more than here! Because the Decepticons were better comrades than the Autobots ever were!" He swiped, his optics blazing._

_Ratchet ducked the blow, grabbing Knock Out by the arm. "Control yourself. I'm trying to help you."_

_The fury in the racer's optics deepened. "You want to help? Leave me alone!" He knocked the medical kit from Ratchet's grasp. "Leave me be! I don't care if I rust; just go away! I never want help from any Autobot again!" He kicked Ratchet with all his strength, forcing the larger mech to let go of him._

_Ratchet stared at him in barely registering shock. "Get a grip; the dark energon is still controlling you."_

"_No, it's not," Knock Out snarled. He glowered at his former mentor, his hand shifting into a saw. "You won't listen to me! This _is_ me_ _and you obviously know nothing about who I am. Come to your senses and listen to me. I am a _Decepticon_, not one of your Autobots."_

_He did not speak again._


	17. Chapter 17

Autobot Base:

Knock Out's outbursts had become less and less frequent over the course of a few days, and eventually just stopped altogether. But his aloof silence worried the chief medic.

He would not speak when anyone entered the room, but recordings showed him talking to himself.

They weren't in a way to suggest he was going mad, but just quiet mutterings to himself in soothing tones. The exact meaning behind the perplexing yet simple dialogue eluded Ratchet.

Every time he knew he was about to be in the company of another, Knock Out turned his back to the door and silenced himself. No matter who spoke to him, no matter what they said, no one ever got a response from him.

This time, when Ratchet had been to check on the red medic, Knock Out's armor was fixed and shining like new. The medical kit was lying neatly by the door, completely intact. A few scraps of steel paneling had been ripped from the walls and scattered around Knock Out in a complex pattern, almost seeming deliberate.

"Still not going to talk?" An icy silence greeted Ratchet's question. "I'll take that as a no. At least you're not broken anymore."

He bent down to pick up one of the scraps of steel when a hand on his forearm stopped him.

Knock Out slowly shook his head, gesturing around him at the intricate pattern.

Almost instantly, Ratchet saw it. There was an ancient symbolism in the scattered pieces of metal. Lines were carved between some of the pieces, forming shapes and glyphs.

One in particular caught Ratchet's optics. It was an interesting fusion between faction symbols, somewhere between the harsh corners of the Decepticon insignia and the more rounded edges of the Autobot sigil.

That was what was up with all the scraping and tearing of metal that had been going on lately.

Knock Out looked like he was waiting for Ratchet to object, but the older medic did nothing of the kind. He handed him the welder that he had grabbed from the medical kit on his way past.

"It's easier if you use this," Ratchet advised, nodding to the shallow scrapes on the floor. "It won't damage the metal so much that way."

Knock Out cracked a smile, but it faded into a worried frown. He stared in confusion at his former mentor, then at the tool in his hand. Then he nodded stiffly, turning back to the designs.

Ratchet decided that nothing was wrong with Knock Out simply amusing himself – or perhaps he was just trying to pass the time – so he left. As he walked out, he could have sworn he heard Knock Out murmur to himself, "Maybe he'll understand later."

Still at Base:

Knock Out kept himself sane by creating the elaborate patterns on the floor, plotting out each twist and turn of each new symbol he thought of, replacing the empty space between them with a shallow scratch, followed by a clean mark in its place.

Then he got an idea. It just fit. Who cared if the Autobots got angry?

He'd do it; once he was sure no one was watching. But for now he contented himself with creating a spiraling rune roughly in the shape of the ancient symbol for truth – it could have been trust, depending on how you looked at it.

The medic smiled, picking up another shard of metal and etching a rune into the thin armor on his wrist. Surprisingly, it looked nice.

He completed it slowly, about once a day. Luckily for him, the Autobots were oblivious to his transformation until he finished it. Ratchet was the first to notice.

Three Days Later:

Knock Out was changing quickly. He often snapped at Bulkhead when the large mech came to check up on him; even Ratchet did not get away without a scathing remark from the red medic.

"Still think I can change, do you?"

Ratchet froze. He'd been leaving when Knock Out asked the question.

"Well? Do you?"

The older medic sighed heavily. "Yes, I do think you can change." He half-turned to catch a glimpse of Knock Out standing behind him, a puzzled look on his faceplate.

"You haven't changed a bit, still believing 'cons can change. Remember what happened when you gave Scavenger that chance? Total disaster, that's what. When are you gonna come to your senses and give up? It's just easier that way."

Ratchet walked out. "It's never easier to give up, Knock Out. Sometimes you just have to remember what you're fighting for. Get some rest. I know you haven't recharged for nearly a week."

"Get some rest?" Knock Out echoed, infuriated. "What right have you to tell me what to do?" But Ratchet was already gone.

"Sometimes you just have to remember what you're fighting for," Knock Out mimicked cruelly; he did not like the idea. "What a joke. How could he really know what he's fighting for? No one does; the Decepticons surely don't. Megatron seems to think it right of him to keep his troops in the dark."

He angrily threw one of the metal shards at the wall; the sound it produced was similar to what humans called 'nails on a chalk board'.

Knock Out put his hands over his audio receptors. He felt so tired and useless.

Almost immediately, his vision went dark, shutting down with the rest of his systems into a much needed recharge.

_Knock Out exited the building with his head held high. _

_He heard a voice from behind him, the voice of his until-recently mentor. "You can't go and try to join them just yet."_

_The young red mech turned to face Ratchet. "And why not?"_

"_You need training. Optimus and the other Autobots have obtained some information about the Decepticon ranks that could just save your life."_

_Knock Out stared at Ratchet. "You know we're not supposed to refer to our commander by anything except for Optimus Prime. It's forbidden!" He lowered his voice. "The Council might hear you. Didn't you think about what they might do if they heard?"_

_Ratchet shook his head. "So naïve," he muttered fondly, patting the new medic on the head. "Optimus and I were friends while he was still a clerk in the Iacon Record Halls. I don't think anyone will have a problem with me calling him Optimus."_

"_Alright," Knock Out said, "what did they find?"_

"_Do you remember the gladiatorial pits in Kaon?" Ratchet asked him. Knock Out nodded. "Most of Megatron's troops come from there. Fiercely loyal to the cause they serve, they won't hesitate to question your loyalty if they sense weakness or fear. You must be like them to become one of them. Do you think you would have the courage to strike your fellow Autobots in battle if it came to that?"_

_Knock Out's shoulder guard rose proudly. "If it means I could continue to serve my commander by securing my place under Megatron's command."_

"_Good. And your friend Breakdown? Do you know for sure he is on their side?"_

_Knock Out's cockiness evaporated. "He asked me to join them yesterday." He glanced down at his feet, embarrassed. "I told him I'd think about it."_

_Ratchet smiled at him. "Find him and tell him you've made up your mind. Tell him you'll join the Decepticons." He sent a code through to Knock Out's commlink. "Use this frequency to contact me when you find out anything; it's secure and won't be detectable by Decepticon equipment."_

_Knock Out didn't look as pleased as he had before. "What if I can't fool them? Then what?"_

_Ratchet gazed at the medic's worried frown and scared optics. "Don't think about it. You'll do fine; you've always been good at fooling people."_

_Knock Out still didn't look reassured. "I don't think I can do this Ratchet. I think I'll lose it sooner or later, slip up and let Megatron know I'm a spy."_

_Ratchet comfortingly placed his hand on the younger medic's shoulder guard. "Head up, Knock Out. You'll do great. Meanwhile, we have a war to fight."_


	18. Chapter 18

**AN: What is Knock Out up to? Well… you'll see. Or maybe not. **

Autobot Base:

It was working faster than Knock Out had planned. But the only downside was that now Ratchet wouldn't stop talking to him. It was as if the medic _wanted_ to have Knock Out insult him.

It had only been a week since he started, and already the entire room was covered in ancient Cybertronian glyphs.

To any ordinary mech, it was just a bunch of meaningless scribbles. But that was to be expected; only medics and scientists knew the ancient script.

Even then, it would take an expert optic and keen knowledge of complex code to decipher the meaning behind the strange words carved into the carbon-steel paneling.

Ratchet had neither of these, so Knock Out's plan was safe for now.

The red racer knew that Optimus had a camera on him; but he was also sure that the 'bots assigned to review it later saw nothing but their 'prisoner' passing the time in an unusual way. Doubtless they didn't even think it necessary to look it over anymore. Now the _real_ fun could begin.

In a heavily shadowed corner of the room, an access panel lay implanted in the wall, underneath the heavy carbon-steel of course. Knock Out had torn both panels off, exposing the delicate wiring beneath.

It had been a simple matter to use vibrations to tell when someone was coming, although he had little warning when that infuriating Special Agent William Fowler – what a mouthful of a name – came to interrogate him.

Knock Out had been close to knocking the absurd human off his perch when Arcee intervened. It hadn't ended well for anyone.

_Focus. _He didn't have time for this. Footsteps were approaching quickly in his direction and this was absolutely the worst time for it. _Conceal your work. _

The footsteps grew louder, and Knock Out couldn't find it in himself to stop. _Come to your senses,_ his processor screamed at him. _You'll be discovered! For Primus' sake stop!_

_Okay. Okay, slow down. Just keep a cool head and slow yourself to a stop. It'll be alright; you won't be found out. Step out of your hiding place and face the Autobot. Calmly._

Face the Autobot? Calmly? Where had that come from?

Knock Out sometimes felt as if there were two completely different sets of programming inside his head; one using the peaceful ways of the Autobots, and one the brutal tactics of the Decepticons. This was one of those times.

It hurt his CPU to use both sets at the same sets at the same time, but sometimes he did it anyway. That was his Decepticon-like side could be less violent, and his Autobot-like side a little more forceful. It worked, but not for long; soon after he passed out; it was just too much for him.

The Autobot stepped through the door and into the room.

"I thought Ratchet was kidding." A pause, then, "Where'd he go?"

Knock Out slipped through the darkness in silence, making his way so that Arcee's back was to him. "Behind you," he hissed, using the softest voice he could manage. He lashed out in mock anger at Arcee's back, but the femme must have heard the air hissing, because she parried and counterstriked.

Knock Out found himself on the floor. "I was joking," he cried indignantly, getting to his feet.

"Oh, shut up," Arcee snarled in reply. "It sure didn't seem like you were joking."

"Pay attention."

"Stop messing around; this is serious. Or is everything a joke to you?" Arcee glared accusingly at the medic. "Why'd you even bother coming back after all you did?"

Knock Out had started to form an angry reply when Ratchet walked in.

"I'll take it from here, Arcee," he said.

The blue femme stalked out furiously.

Ratchet shook his head. "Must you always do that to her?"

"Do what?" Knock Out asked innocently, though he already knew.

"Annoy the living daylights out of her."

"Pretty much. Kind of my thing."

"I thought you were better than that. You're acting like a Youngling – no, more like a Sparkling."

"Shut up and rust in the Pit." Was all Knock Out said.

"Get a hold of yourself and come to your senses. We're trying to help," Ratchet pressed.

Knock Out threw himself at the older medic, knocking him to the ground. "I said _shut up and rust in the Pit!"_

Ratchet made no move to counterstrike. He drew Knock Out's energon prod, backing away slowly. "You want to kill me, don't you?"

The black rage in Knock Out's optics was all the answer he needed.

"Well then, I suppose I'll have to give this back," Ratchet said, tossing the collapsed weapon at Knock Out.

The red medic looked first at ratchet, then at the weapon in his hand. "You're not going to stop me?" he asked in disbelief.

Ratchet took a step back, spreading his arms out, leaving himself completely vulnerable to attack. "You're a Decepticon. You said so yourself; now prove it."

Knock Out hesitated a second; then he lunged.

Ratchet braced himself, closing his optics.

Then something clattered to the ground, and Knock Out hissed as if in pain.

Ratchet looked.

Knock Out was staring at his hands, shaking. Then his joints gave out and Ratchet steadied him.

"No more choices," The young mech muttered, still trembling. "No more pain. No more betrayal."

"Easy, Knock Out, I got you," Ratchet said calmly. He had expected something like this, but not in the manner it happened. "Just let go," he murmured soothingly.

"No more confusion…" Knock Out's optics darkened as he drifted into recharge.

"_Woah, Doc, where ya' been?" Breakdown's call came from behind Knock Out._

Doc… Nobody's called me that in forever. _"Hey, Breakdown!"_

"_Made up your mind yet?"_

"_Yeah, I'm joining the Decepticons." The name felt strange to say, almost as if it were of another tongue._

_The huge mech sighed. It sounded like two metal plates scraping over each other. "Good, now I won't have to fight you. Ever get the medical training you disappeared for?"_

_For a moment Knock Out considered telling his friend that Ratchet trained him. But then he decided against it. "Wasn't for me. I found out a couple of new skills that could help me treat the wounded though."_

_Breakdown smirked. "Megatron's been looking for a medic. Maybe he'll find you to be the right 'con."_

"'_Con?"_

"_Yeah, Autojerks have taken to calling us that."_

Autojerks?_ That didn't seem right. It wasn't like any of the Autobots he knew to be worthy of the cruel moniker Autojerk. He just about objected to the statement, but wisely kept his mouth shut. _

_When they arrived at the Decepticon Base in Socin, there were more mechs there than Knock Out would have expected. The whole lot of them seemed to be from the pit fights or slums of Kaon._

"_Who's your little friend, Breakdown?"_

_The voice of a seeker made Knock Out swivel around. Breakdown stepped between the two mechs, shielding his smaller friend from view. "His name's Knock Out, Starscream," he replied evenly._

_Starscream peered past the hulking 'con to inspect the new arrival. "Doesn't look like much of a warrior," he sneered, sounding scornful._

"_I'll fight if I have to," Knock Out growled, instantly realizing he said something wrong. About half of the Decepticons looked at him strangely._

"_What he means is," Breakdown interrupted, "he's a medic. He'd rather fix than fight. But he's a capable warrior if he must."_

"_A medic?" The new voice was booming, powerful and commanding. It was Megatron._

"_Lord Megatron." The Decepticons dropped to one knee; Knock Out quickly followed suit._

"_Tell me, medic, what experience do you have?"_

"_I-I repaired some of the injured from the gladiatorial fights," Knock Out stammered, uncertain if he was to reply. Then I trained under the Autobot Scientific and Medical Guild for some time, until I found it wasn't for me." _

"_Then why are you here?"_

_The way he answered this question could potentially end his life or save it. "The caste system has gone on for too long and the High Council is nothing more than a league of oppressors who claim to be doing things 'only for the good of our race' but they have not. I believe you can put an end to their tyranny and bring an era of peace to our planet." Knock Out hoped his answer was enough._

_The Decepticon leader stared at him for a moment, and then laughed. "Very good; you are smart. Breakdown, you were wise to ask him to join. He will make a fine medic."_


	19. Chapter 19

Autobot Base:

_Who am I?_ The question haunted him, like a bad dream.

It wasn't so much who he was, but who he was loyal to. He had no clue. Autobots or Decepticons? Optimus or Megatron?

Ask him three hundred Earth years ago and he would have said Autobots. Two hundred and the answer would have been the same. A hundred and he wouldn't answer; in truth that was when he slipped over the edge.

He had been joining a battle on Cybertron when he stumbled upon an Autobot with severe injuries. A flash of pity had swept through him.

The pitiful mech had looked up at him with such scared optics Knock Out helped him up and repaired the worst damage.

But then he saw Soundwave in the reflection on the side of a building. He had been watching.

Knock Out had felt torn between his mission and his loyalty. It was up to him; choose to let the Autobot go and risk being caught, or make sure there was no question as to where his loyalty lied.

It had been his first kill.

Now he had to make that choice again, but this time there was a third option.

The consequences were disastrous any way he pictured his choice.

_Who cares if you die? You'll be dead either way. Better to go out fighting,_ his Decepticon side argued.

No, he didn't want to be remembered like that. It was… without honor. And a death without honor was not worth the precious energon spilled.

_Since when do you care about honor, you moronic fool? Just think about how many of your so-called comrades perished at your hands. And remember what will happen if you betray the Decepticons yet again. Megatron will make it a slow death._

Knock Out could feel the will to survive bubbling up from where he had trampled it into submission. Weakness got you nowhere. Failure ended in your death. Do nothing to make anyone kill you. Be strong beyond doubt. Succeed to save your spark. Be loyal until the end.

But something inside him didn't want to choose the Decepticons.

_The Autobots are trying to _help _you. Why can't you see that? The worst death is the one on the side of a tyrant. Do you want to be remembered as the traitorous mech who just might have turned on his comrades and stabbed them in the back?_

No, he didn't want to be remembered like that. It wasn't right. Dying on a tyrant's side is wrong; they won't grieve, much less notice.

_You said it yourself! The _High Council_ was enforcing tyranny! You said Megatron would bring peace!_

He just wanted both of them to shut up, for Primus' sake! Couldn't he think on his own without those idiotic excuses for proper programming bickering in his head?

_They're trying to help! Can't you see how much Ratchet's done to save your sorry chassis over and over again? Without the Autobots, you never would've had the chance to live!_

Of course not.

He just wanted to choose, free from any influence. Why couldn't he at least have that?

Stab them in the back… hmm… Why did that seem like such a great idea all of a sudden?

_Get a grip! For crying out loud; is _every_ double-agent as conflicted as you?_

_Oh, sure, just ignore everything that's happened and turn your back on the only ones who just might put up with your vanity. Maybe Megatron is feeling merciful! Good luck, wherever that's gonna get you._

"… bitter, sorry excuse for a…"

"… why I oughta…"

"… just another one…"

"… lost like the rest…"

"… does this always happen…"

Voices floated to him and the words they said didn't really make sense. Bitter laughter echoed in his head, mixing with the loud argument between his two sides.

_I'm DONE! Will everyone just _shut up _and let me well enough alone? I'm sick of this and I don't want to have to endure another agonizing second being forced to choose when I don't want to. First Breakdown, then Ratchet, and now I can't even keep my own thoughts straight! _Just leave me alone!

Knock Out was suddenly aware of his surroundings; in the Autobot Base's medical bay. Ratchet was standing over him, shock and fury chasing each other across his weathered features.

Knock Out realized he said the last bit out loud. Full to the brim with anger and hatred, he got up and stalked back to the training room, throwing off the chords attached to his frame. He heard rapid, heavy footsteps chasing after him, but kept going.

The red medic pushed the door open, heading straight to his little project. Just one slip of the hand. Just one cut wire. Just one more movement.

It didn't matter to him anymore if he was discovered; now was as good a time as any to use his plan.

He grabbed on to the blue wire – the one sending power throughout the base – and pulled it free, letting the sparks fly across the room while he hesitated a moment until the entire building was plunged into absolute darkness.

Ratchet's voice rang out from behind him. "What have you done, Knock Out? They'll kill you!"

Knock Out used the raw, bitter emotions welling inside to let ice seep into his voice. "Let them."

He transformed, making sure to knock Ratchet off his feet while he drove past at maximum speed. An angry curse escaped the older medic as he crashed to the ground.

Knock Out could hear the Autobots and the humans yelling for some kind of explanation as to what had just happened.

His engine revved as he raced out though what he thought was the door.

It wasn't.

There was a crash, then a small explosion.

Knock Out kept going, despite the leak in his engine, despite the pain, despite the thought that he might have betrayed the Autobots – Ratchet – again.

He raced across the vast desert, ever so steadily increasing his speed, imagining he was racing again, leaving this world behind in the dust; in the speed he could feel everything blurring around the edges, whipping past him at what seemed to be a hundred miles an hour.

He rounded a corner faster than he should have and his rear tires slipped off the edge for just a moment before colliding with the earth once more.

In that instant, when his wheels skimmed midair, he felt a sudden clarity, and came to a decision.

He could live without loyalty to anyone but himself, to the only one who helped him despite everything.

But a tiny voice dragged at the back of his processor, a gnawing doubt.

He pushed it away, thinking desperately, _If you have no loyalty, you can never be betrayed. _

But inside an old doubt rose in the shadow of his vow.

Perhaps there was one who never betrayed him…

**AN: There will be one more chapter after this, not including Knock Out. But it will have Ratchet's reaction to all that happened, a full conclusion to what began so long ago.**


	20. Chapter 20

**AN: So I changed my mind. This **_**is**_** still going to be the last chapter, but it **_**will**_** have Knock Out in it.**

Autobot Base:

_Damn that mech. Damn him. Why couldn't he see it? I was just trying to help._ Ratchet was frustrated beyond belief with his former apprentice.

After everything that had happened, Knock Out still chose the Decepticons. But why? No one tried to rescue him. But then again, no one ever tried to rescue Breakdown from MECH. No one actually harmed him. But Knock Out would have been used to that after spending so long in Megatron's ranks.

The old mech silently went over the glyphs again in his mind, comparing them to the ancient tongue he knew.

Vain and unstable. Conceited and Arrogant. Worthless. A pathetic warrior. Too like one of them. A loose end. Brash and uncertain. Aggressive and spiteful. Hardheaded and stubborn.

Loose ends must be cut – how many times has that been said?

Ratchet remembered all of those terms being used to describe the young medic at one time or another, vain and arrogant being used most frequently. No one really liked Knock Out, but they put up with him because he did good work.

From the beginning Ratchet had seen Knock Out would never be fully content with being a medic. He was too easily distracted and too fascinated with the gladiatorial combat to focus solely on his work. He liked to rummage through the arena after fights and pick out bits and pieces he thought could come in handy – this made him nervous when someone challenged him.

Having a dry wit and impeccable sense of ingenuity made the red mech a formidable adversary – when he felt like risking his finish, that is.

And that was the problem everyone had with Knock Out – he concentrated on looking good rather than on the job he was supposed to do. Doubtless even Megatron only put up with him solely because he had no other medic.

Ratchet thought all this over as he concentrated on repairing the base's damaged power lines.

The lights above him flickered, coming to life but cutting out again as soon as a sigh of relief escaped him.

The Chief Medical Officer growled in frustration, unintentionally tearing out the wire in his hand. "Slaggit!"

He rummaged through his kit, looking for the right replacement wire.

Arcee walked in. "You dropped this." She knelt down, handing him a thin wire that he had need of now. "Do you want help?"

Ratchet gave his consent, asking the blue femme for tools now and again.

"Ratchet?" She asked after a while of silence.

"Yes, Arcee?"

"Why do you think he did it?"

The medic sighed. "I don't know."

Wherever:

Knock Out shifted into his primary form and ducked under the shelter of a nearby overhang. He relaxed only slightly as he felt his holster for his prized energon prod. It was still there. Good.

Then he froze when his audio receptors picked up a shrill whine from nearby.

The red medic knew the sound from many missions with air-bound Vehicons. Jets.

"The signal's coming from this direction."

"I can see that, thank you very much Dreadwing."

There was a heavy thud as the two seekers transformed and landed. Their bickering grew steadily louder as they came closer and closer to Knock Out's hiding place. The red mech drew farther back into the shadows, wincing as the rough sandstone tore at his paint. His finish would be ruined.

"Are you sure you know what you're doing?"

"And you _do_, CommanderStarscream?"

Instinctively, Knock Out drew his prod in one swift, fluid motion.

But silence had never been his strong suit.

The click of the weapon extending was just loud enough to make Dreadwing freeze in his tracks.

"Did you hear that?"

Knock Out's spark stopped cold. If it came down to it, he was no match for even a Vehicon in this state. He had lost too much energon when his systems failed earlier that day.

Ratchet had said it would kill him if he exceeded sixty mph; Knock Out had gone two-twenty in his rush to escape.

Hardly daring to move, Knock Out retracted his prod, focusing on being absolutely silent while the two seekers remained within earshot. But then a shard of stone fell from the overhang above him and landed squarely on his arm. It was just his luck that it landed on a portion where the armor had been torn off earlier that day.

The medic hissed in pain, and quickly quieted himself.

But it was too late.

The sound of a cannon firing above head made Knock Out flinch. All of a sudden, the overhang collapsed on top of him.

"Thought you could hide?" The familiar sneer of Starscream drifted to his audio receptors as the First Lieutenant grabbed him by the throat and dragged him out of the rubble.

Knock Out couldn't resist an opportunity to take another dig at his former commander. "About as much as you think you can fly," he rasped.

The seeker growled, throwing the smaller mech to the ground. "Watch who you go around insulting, Knock Out."

Dreadwing narrowed his optics at the banter. "Have we a mission or not?"

Knock Out didn't react. "Megatron doesn't tolerate traitors anymore, eh?" he said loudly. "Maybe he should look closer to home on that one first."

Even Starscream couldn't miss a direct jibe like that. He shot at the medic with a missile. Knock Out flinched but didn't strike back.

"What's wrong? Too weak to fight back?"

The red mech only laughed. His crimson optics were half-crazed. "Whatever you do to me would only have happened if you left me alone." He pressed a hand against his grill, holding it there for a moment before releasing it and turning the palm upward. The silver plating was covered in liquid energon. "See?" He laughed again. "Do your worst," he challenged.

Dreadwing's optics narrowed a fraction more. He drew his swords, holding them steadily with expert hands.

Starscream aimed again, this time shifting his hand into a blaster which he leveled with the red mech's spark chamber. He fired.

Knock Out dropped like a stone, his frame twitching once, then twice, then stilling. As the tremors ceased, a single word escaped his vocorder. "B-Breakdown…?" His optics went out like lights and his armor faded from bright red to dull gray.

"What do we do with the body?" Starscream wondered aloud.

Dreadwing had already pulled an incinerator bomb from subspace. "Destroy it." He tossed the device down and it immediately attached to the lifeless husk of the red medic.

The two seekers transformed and sped off. As soon as they were safely out of range, Dreadwing activated the remote detonator.

The sound of the explosion was drowned out by the screaming engines of the two jets as they headed back to the _Nemesis._

Autobot Base:

Ratchet had fixed the wiring, with Arcee's help of course.

Now he sat in the medical bay, toying with one of the many of his experiments Knock Out had modified, still not quite finished thinking.

None of it made sense. Knock Out had stayed consistent in his reports, and nothing ever suggested that he had any desire to betray the Autobots. He had always given as much information as he could to Ratchet without making any Decepticon suspicious.

What had gone wrong?

Something Knock Out had said while he was recovering came back to Ratchet:

_Even though he was a Decepticon, and I an Autobot, I still felt some kind of friendship toward him. Nothing much, though. I grew to like his unrelenting personality, and single-mindedness about destroying Bulkhead. It was amusing, to say the least. Just like what drives Bulkhead to get even with Breakdown every chance he gets. Reminded me of the way things were on Cybertron, before the war._

Knock Out had come to form a sort of bond to his enemy while in their ranks. The way he described them in his early reports made it seem as though Knock Out were enjoying being there.

His friendship with the enemy had lessened his loyalty to the Autobots, or at least it had clouded it.

Ratchet had a feeling that if he were to send another spy into the Decepticon ranks, he would find the same problem.

If this were to happen every time, then it wasn't worth the lives it cost, or the betrayal to each side. It wasn't worth the mental torture it inflicted on the agent. It wasn't worth the hastily-made decisions to somehow prove your loyalty to a leader to whom you owed none.

Ratchet made up his mind. He would tell Optimus what he thought in the morning.

No more double-agents.

**AN: The end. I could hardly bring myself to write the part where Knock Out dies, but I had to. And as for my favorite Autobot, I hope Prime agrees with him. Let this be a lesson to us all.**


	21. Epilogue

**AN: Thanks to Smile-I'mTheEndOfAllThatYouSee for reminding me I left one string untied at the end of Hidden Past. So this takes place directly following Knock Out's death, but it actually begins in the middle of the scene. Also, sorry for not including this the first time – big mistake on my part.**

Knock Out heard himself challenging the two seekers to do their worst, but to him, his voice sounded completely foreign – almost as if it wasn't his at all.

His vision blurred so severely so all he could see was the red glow as Starscream shifted his hand into weapon mode. As the humans said, he was staring down the barrel – in this case, literally.

Then there was a bang as the blaster fired, and a searing pain that reminded Knock Out of the time he went a little too far in disagreeing with Megatron.

He gasped and shuddered, his processor going blank with agony.

An arm drew tightly around his shoulders, hauling the red medic to his feet. Knock Out shuddered again and almost fell to the ground, but the hidden mech caught him just in time.

"Easy, KO, I got ya."

The voice was eerily familiar – almost like hearing a ghost.

"B-Breakdown…?"

"Yeah, you're not alone this time around."

Knock Out was about to reply when he felt part of himself dissolve and fade away. It continued until he felt as though there was nothing left of him.

"Breakdown?" he asked after the feeling had gone, his voice quivering.

"Yes, Knock Out?"

"Did… did it hurt this much when… when you…" Knock Out couldn't bring himself to ask, but pulled away from his friend and looked at him.

"Died?" the huge mech asked, a rumble of laughter buried deep in his serious tone. "Hurt like the Pit. 'Bout as bad as you would've had it if you'd really died the first time."

"How did you…?" Knock Out shook himself and backed away, muttering crossly under his breath. He had died – once for real and the first time he almost did. He still had no idea how it happened. But as he looked at his friend, something came to him. "What on Cybertron… It was you. It was you. I remember now. You traded your life for mine? But why?"

The blue mech's faceplate twisted into what could've been called a smile. "Because you're my friend, Knock Out – since before the war and all the betrayal – that's why I did it."

"It wasn't worth it," Knock Out snarled bitterly. "You should have _let_ me die, not saved me. Living wasn't worth being betrayed by everyone I knew – Ratchet, the Autobots and Decepticons – even when I tried so hard to prove myself." He backed away even more, wishing for a weapon. He forced himself to look away from Breakdown. He spoke through gritted dentals as the next words forced themselves out. "Not worth being betrayed by _everyone _I thought I could trust."

Breakdown sighed in exasperation. "Your fault, what with you being an Autobot spy and all. You should have prepared for it."

"I _did_ prepare for it!" The smaller mech practically howled. "And still I wasn't expecting for things to go so wrong!"

"So everyone betrayed you?" The question was so innocent, so childlike that Knock Out could imagine Raf or Miko asking it of him.

"Y-yes, everyone did," Knock Out whispered, not meeting Breakdown's gaze. His optics were trained downward, fixed on something no one else could see but him.

"Look at me, Knock Out!" The former Wrecker ordered, stepping forward to grab the medic by the shoulders. "Look at me and answer – truthfully, this time." No response. "Don't forget I'm stronger and fight better that you, so I can whip your aft if I have to. Look at me and answer truthfully – did everyone betray you?"

Knock Out clenched his hands into tight fists, shaking as he lifted his head and stared into Breakdown's optics. He had begun to reply when memories he had pushed down into almost nonexistence flooded his processor.

"_Tell me – what possessed you to do that?" Knock Out was extremely annoyed at Breakdown for almost causing the termination of a seeker drone earlier._

"_Alright, I'm a scrap-brained idiot. So what? I can still kick your aft in combat training." His assistant dismissed any err on his part immediately. "I'll get it right next time."_

_Knock Out irritably drew his prod and activated it._

_Breakdown grabbed him by the wrist, squeezing hard to make him drop the weapon. "Don't make me hurt you, KO. I might just ruin your finish in the process."_

_The medic deftly twisted from his assistant's grasp, delivering a sharp punch from one curled hand. "You couldn't hurt me if you tried." But he knew the opposite was true; Breakdown had hurt him, often completely without meaning to._

_Breakdown merely laughed. "Liar."_

"_Idiot."_

"_Narcissist."_

"_Bolt-for-brains."_

_The blue warrior smirked. He kept silent, waiting for the long string of insults he knew was coming._

_And it did come. Knock Out insulted him using as many terms for stupid as he knew – it took about five minutes for him to run out of words – and added in a few nasty insults for good measure. After he had finished, he picked up his prod and stalked off to his quarters._

_Breakdown followed him. "Better?" he asked._

"_Much," his friend replied curtly. "The drones are getting a bit out of hand; would you mind… well, putting them back in line… forcefully?" He said the last word hopefully, almost as if he were afraid Breakdown would say no._

_The huge mech laughed, a sound not unlike an engine failure. "Sure, KO. Ya mind if I knock 'em around a bit?"_

"_If it pleases you."_

_Then the door slid shut between them._

Knock Out made himself stop shaking. He lowered his gaze in shame, and his shoulder guards drooped guiltily. "No," he said, just loud enough for Breakdown to hear, "you never did."


End file.
